A Thousand Words
by Brahma Bear
Summary: A Baloo and Kit story about some artwork, a spy game, and an empty seat. There's also a bit more to it than that.
1. Chapter 1

ADVISORY:

"_Persons attempting to find a motive in this narrative will be prosecuted; persons attempting to find a moral in it will be banished; persons attempting to find a plot in it will be shot."_

_~ Mark Twain, __Adventures of Huckleberry Finn_

* * *

_A Thursday night..._

Baloo snapped out of a doze, blinking at a starlit horizon from six thousand feet over a dark ocean. Regardless, the _Sea Duck_ had stayed its course steady, homeward bound after a long haul. "Heh-hey, yer lettin' me nod off over here, Lil' Britches. Why don'tcha ― oh."

He realized he was talking to himself, an empty chair to his right. It was a school night and Kit was at home. It was the wee hours of the morning, and the _Duck_ was not likely to reach Cape Suzette until dawn.

"Huh. No wonder yer so quiet over there."

And it _was_ quiet. It was reminiscent of years previous, when aside from the odd adventure with Louie or Wildcat tagging along, it was just him and his special lady, her purring engines strumming an endless serenade.

It got him thinking about the good ol' days, smiling tiredly as he slouched low against the back of his seat, crossed a foot over its opposite leg, and steadied the yoke with his toes. Yessir, the good ol' days, when he had the whole plane to himself, when he worked only when he had to, when he did whatever he wanted, when he was a free bear, when life was ― that chair sure seemed to look different when it was empty, it occurred to him. It looked out of place somehow, something was just wrong. He never gave it a second thought in the good ol' days, but now...

The cockpit seemed too quiet. Too empty. Kind of lonely.

Ah, the things you get used to, he thought. He chuckled at himself and inched the throttle up a notch. He was looking forward to the morning.

* * *

_A Friday afternoon..._

Mrs. Morrissey of Cape Suzette Elementary, sixth grade, pulled opened a window in the back of her classroom to let in a breeze. Spring was melding into a hot, early summer, and the temperature that afternoon was beginning to show it. A gust of fresh air overthrew a strong smell of paste in the air.

Her students were engaged on their arts and crafts assignment, a welcome change of pace late in the school day. For her, it was a bit of downtime, an opportunity to rest her feet, rest her voice, and maybe pretend to grade spelling quizzes while sneaking in a few chapters from one of those little romantic novellas she picked up from the dime store. This week, it was Spicy Meatballs, and she was just at this one part where the new waitress Agnes had walked in on Chef Maurice bending over at the oven to tend to his hot, buttery buns...

And after reading that, she felt the need to open another window.

There was light chatter in the room. The students were about their assignment as she perused over their desks. All of them busy, except one, curiously.

"Kit? Why, you haven't even started."

It was true, the only thing Kit had done so far was grind the point of his pencil into the table. He was slouched, sullen and huffing mad. He did not answer her.

Hands on her hips, Mrs. Morrissey gave the entire group of students near Kit a reproachful stare. "All right, enough. What happened?"

But all of them, even Ernie, known Jungle Ace accomplice and partner in shenanigans, looked up from their art projects shrugged sincerely.

"Why aren't you doing your assignment?" she asked.

Kit did not look up at her, instead glaring forward at nothing. He did not answer. When she waited for one, he said, "Can I go get some water? I don't feel so good."

"You were just fine, not a little while ago." In all her decades of teaching, having had dealt with droves of mischievous boys and their endless excuses and pranks, she had developed quite a hearty intuition about what constituted the truths of 'not feeling well.' Nothing she saw in Kit blinked on her radar as genuinely ill. Her eyes narrowed behind her glasses, squeezing deeper creases in her already wrinkled brow. "What are you up to?"

Kit's pencil snapped in his hands. "My _neck_, in stupid art projects," he muttered. Suddenly he had an audience, the entire classroom.

"Well!" gasped his teacher. "What am I supposed to do with an attitude like that?"

Ladies and gentlemen of the jury, the Defense would now like to enter as evidence this last spoken interrogative sentence into the record as _Exhibit A_, and kindly mind you all that his teacher _did_ ask. We therefore find it dubious that she should have taken such offense when the Defendant, in the spirit of candor and honesty, merely answered her question.

Because, boy... did he have a suggestion.

* * *

**A Thousand Words**

"I just don't get it," griped Baloo.

"Oh, _there's_ a surprise," said Rebecca. "Watch the corners!"

Up and down Higher for Hire's dock, Baloo and Wildcat loaded several oblong crates into the _Sea Duck_, while Rebecca was torn between following them and thus making sure they didn't embarrass her in front of the client, and schmoozing said client, who watched from the top of the dock. Each crate contained, according to Rebecca, a modern masterpiece.

Gingerly ― and not without a lot of fuss from the boss about how they did it ― they set the last crate on the floor and began to tie it down with the others. Rebecca had followed them into the plane.

"Do these paintings really cost more than the _Sea Duck_?" wondered Wildcat.

"According to Miz Uptown Cape Suzette right here, they do," said Baloo, gesturing his thumb toward Miz Uptown herself beside him. "Now be real about these artsy-schmartsy people, Becky. Who in their right mind would dish out so much wampum for some paint on a piece of paper?"

"It's a _canvas_s," said Rebecca, "and I wouldn't even bother trying to explain it to someone who thinks high art is building a _french fry fort_ at at ten-thousand feet."

"Everyone's a critic," sighed Baloo. "But hey, at least ya can _eat_ the fries, an' not just hafta _look_ at 'em."

"But you _do _have pictures on your wall, Baloo," said Wildcat. He was referring to the taped up photos in the plane's cabin, those of the seductively alluring likes of Sherri Beary, gals with pouty lips and sultry silk gowns that daintily draped over more curves than the hiking trail up Mount Neverest.

Baloo nodded, unabashed. "An' buddy, _that's_ somethin' worth lookin' at."

On top one of the crates was a Thembrian passport ― valid for _only_ until that particular day, Friday ― and clipboard with their cargo manifest. When Baloo glanced at it, he could hardly help but to shake his head.

"What I _really_ don't get is why we're takin' these to Thembria. I've been to Thembria lots, and never once seen anyone hang a picture on the wall. And it's not just Thembria, ya got me goin' way, _way up there_ Thembria."

"Maybe if you read any part of the newspaper that wasn't the funny pages," drawled Rebecca. "All that really matters is that they're _paying,_ so we're _flying_."

What the newspapers had been reporting, usually somewhere around the lower margins of page three or four, between soup recipes and ads like the one for the discreet services of Helga the Masseuse, was that there was something of a cultural exchange initiative in certain circles of art society, whereby selections from some of Usland's contemporary artists were sent to Thembria, and, likewise, Cape Suzette was slated to receive selected paintings from their Thembrian counterparts. Actually, it was their Thembrian _counterpart_, just the one. If you wanted concrete mixing engineers, gourmet halibut curing professionals, or snowplow drivers, Thembria had those guys in droves. If you were looking for art, there was, apparently, Major Boarus. He was the only one, and that was one more Thembrian painter that the world had been privy to prior to the last few weeks.

Baloo looked out the side window, peering out to the foot of Higher for Hire, at the patron who was sending them on this venture. He didn't have the pleasure of speaking to her, and that was just fine as far as he was concerned. Just by her looks, he regarded her as stuffier than a Thanksgiving turkey, an aging lioness in a fancy blue dress, velvet stole, feathered hat, upturned nose, and had those fancy spectacles that you held by the little handle on the side, so one didn't have to impinge upon one's fancy face by wearing stems around one's ears. A sharply dressed chauffeur was standing by behind her, and behind him was a long, sparkling blue limousine.

Baloo did grin at one thing, though. "Looks like yer customer made a friend," he said.

"_Molly_," croaked Rebecca. Sure enough, when she looked out, there was Mrs. Hayworth, in all her air of propriety and importance, getting chatted up by a kindergartner. She darted out of the plane, but not before checking her watch.

"Oh no, you have to _go_, Baloo," she said. "Now."

"But Kit's not home yet."

"He's late. _You_ won't be."

"But Beckers! It's a two-man job."

"Don't _but Beckers_ me! That passport expires at midnight, _Thembrian time_, and I'm not taking a chance. Take Wildcat instead."

"I'm waitin', like I told'm I would," insisted Baloo, crossing his arms. "He said he was comin' right over after school. He'll be here any minute."

Annoyed, Rebecca stretched out her arm and showed him ― nay, _presented_ to him, in the air of bestowing to a caveman the wonder, the marvel, the _glory_ of modern technology ― a glimpse of her wristwatch. "School's been out for almost an hour," said she. "He's had _lots_ of any minutes to get here." There was an inverted game of tug-of-war happening between them, as they both pushed on the _Sea Duck_'s side door, him trying to keep it open and her pushing it closed. "The customer's watching, and we have a schedule to keep. If you're late for this one, so _help_ me...!"

"All right, all right," huffed Baloo. "Just so long's he's sore at _you_ an' not me."

The door shut and Rebecca went to untie the mooring rope from the plane's nose. Baloo's head peered out from the cockpit window.

"He's gonna be all lonesome, ya know," he said.

Rebecca pulled the rope free and rolled her eyes. She didn't have time to feel guilty. "Just leave that to me," she said. "You _go_." She hurried off the dock, but not quite timely enough to halt the perils of a six-year-old chatterbox.

"… but the doctor told Mommy all she needed to do was eat more fiber," Molly was saying to her new friend.

"Molly... _dear_... you shouldn't bother our customers," said Rebecca, with a nervous chuckle.

"Not a bother at all," smiled an amused Mrs. Hayworth. "Your daughter is a _delightful_ conversationalist."

The _Sea Duck_'s engines sputtered and roared to power, and murky blue seawater scattered under the spin of the propellers.

"We're off, then, are we?" said Mrs. Hayworth, lifting her spectacles over her nose to peer at the departing plane. "Good! I'm sure you're aware that your pilot has quite the reputation."

"What have you found out about ― I mean, I _assure you_, whatever you _may_ have heard about my pilot, your paintings are in perfectly good hands and will be delivered on time."

"What I've heard is that he can handle his own." It wasn't so much the response that Rebecca found surprising, but the way Mrs. Hayworth smirked so slyly, as if knowingly, as she said it. "Deftly outmaneuvering air pirates, outsmarting Thembrian officers, and helped saved our good city a few times, hasn't he?"

That caught Rebecca off guard, but for once pleasantly so. She smiled, and stood a little taller. "You'll never find a better pilot," she said. "Anywhere."

Behind those uppity spectacles, the lioness seemed to be studying the _Sea Duck_, the wings, flaps and propellers, as one who might know a thing or two about aviation would size up a plane's speed and maneuverability. She smirked contently. "Not that we should necessarily expect him to befall any unusual circumstances on this trip," she said.

"Of course not," agreed Rebecca.

The chauffeur opened the limousine's door, and Mrs. Hayworth took her sat.

"Yes, well. If there's nothing else," she said. "Per our arrangement, please expect that I shall have people waiting here tonight to receive the Thembrian paintings."

"They'll be here in better time and condition than any other courier could ever hope for," assured Rebecca. She spoke her thanks for the lioness' patronage and the limousine rolled forward.

"Here comes Kit!" announced Molly.

And indeed, Kit was running down the street, a full sprint encumbered by a stack of school books in his hands. "Hey Baloo!" he cried. "Wait up!"

Not even the fancy blue limousine driving in his way gave him pause, though he gave the driver plenty, and plenty more to honk about. Ignoring the beeping protests, Kit jumped on the moving vehicle's hood, ran and bounced from its top and slid down the back trunk, and the instant his feet touched the pavement, they moved like there were rockets on his heels. "Baloo! Wait!"

Rebecca winced in horror at the dusty footprints now accenting the limo's sparkling blue finish, and more so, the sight of Mrs. Hayworth's mortified expression from the back window, as she looked after little hellion in the green sweater. There was never a crack in the ground big enough to hide in when you needed one.

"Kit...!" She was about to tell him to stop, but Kit blew past her and Molly in blurry speed, only at last slowing to a disappointed stop as the _Sea Duck_ separated from the dock and accelerated into the bay.

"Ba... Baloo!" His cry was dry and raspy, and his breath gone. "Darn it!" he panted. In a sudden fit of anger, his school books were on the verge of being hurled into the seawater, though that much he thought twice of, in mid-swing, and stayed them in his hands.

"Honestly, young man," chided Rebecca, her fists against her hips, "which were you trying to do? Get yourself hurt, cause an accident, or both?"

"You should always look both ways before crossing the street," said Molly, dutifully.

The rest of Rebecca's lecture was drowned out to Kit's ears ― something about him giving her a scare, it was a customer's car, Molly was watching him, _et cetera_ ― while he watched the _Sea Duck_ rise and disappear between the Cape Suzette cliffs, free to soar in that big beautiful sky. Lucky it.

"Are you even listening to me?" Rebecca wanted to know.

Kit groaned miserably in response, having little energy for much else after a sprint like that. He wiped his brow on his sleeve. "He said he was gonna wait 'til I got home," he muttered.

Well. At least Rebecca had the answer to her question. "Baloo waited for as long as he could," she said. "_You_ said you'd come home as soon as you got out of school."

"But I _did_," said Kit. "I ran the whole way."

"You're almost an hour late," Rebecca told him, tipping at him the watch on her wrist.

"Yeah, _that's _because I hadda ― aw, never mind," scoffed Kit. He stomped away into Higher for Hire, and threw the front door open with a big pull. Usually, when he opened a door ahead of Rebecca, he waited and held it open for her. Not this time. Puzzled, she followed him in and watched him stomp up the stairs.

"Kit? Did something happen?"

"No," was the curt reply. He rounded the corner into his and Baloo's shared bedroom, and the timber panels of the office shook with the crashing sound of his school books being dropped, if not thrown, on the floor.

"I _bet_," Rebecca muttered.

"What's wrong with _him?_" Molly asked.

Rebecca shrugged. "I don't know, sweetie. Maybe he had a bad day."

"Oh." Molly nodded sadly, but her frown was instantly flipped into a mischievous grin. "We should find out what happened!"

Molly darted up the stairs, but was snagged by the strap of her jumper by Mom before she got more than a few steps.

"Oh no you don't. He won't like that."

"How come?"

"It's just how boys _are_," said Rebecca. "You just let him have his space."

Molly looked up the stairs inquisitively, a little wrinkle on her nose. "Boys are weird," she decided, and took to the companionship of her much less weird Lucy doll while Rebecca saw to the day's filing. After a while, every now and then, the boss-lady looked up from her desk, toward upstairs, where it was entirely quiet. Now, it usually _was _quiet around the place sans Baloo, but somehow she found it distracting now, knowing Kit was up there sulking.

It was the way Kit insisted nothing was wrong, and she thought if Baloo had asked the same question, he probably would have been more apt to get it off his chest. There was nothing wrong with that, she supposed, it was just the nature of things between her, Baloo, and Kit, notwithstanding some careful boundaries that she was cognizant of between being _Miz Cunningham_ and asserting herself as... well, anything beyond that. And if Kit _wanted _to be left alone to sort things out his own way, well, that was certainly no skin off _her _nose.

Of course, if Kit ever _did _need advice or an ear to bend, especially after all they'd been through, he could always count on her, and he knew that... didn't he? Minutes passed, and once more she looked up and over her shoulder, in the direction of the bedroom door upstairs. Still not a peep. Her head was fully turned when,

"_You're_ gonna go ask him, huh?" said Molly, with a certain mug little _ah-ha_ in her tone.

"Oh, I am not." Rebecca closed a folder and packed it in a desk drawer, closed that too, and changed the subject. "You hungry?"

"I'm not," replied Molly. "But Lucy's _starving_."

"Then we better get Lucy something to eat," Rebecca grinned.

In the kitchen, she made Lucy a peanut butter and jelly sandwich, and put it on the table, and, just in case Lucy couldn't eat all the sandwich by herself, Molly sat with her to polish off any leftovers. Rebecca made two more, and those she took on a plate upstairs.

The door to the bedroom was open. Kit was on his bed, back propped against a pillow, absently running his fingers over the edge of his cloudsurfing board. His hat was pulled toward his nose to cover his eyes, and his thoughts were obviously lost in the clouds.

Rebecca rapped twice on the open door. "Kit? May I come in?"

"Sure," came the morose reply.

"I thought you might like a snack," she said. She stepped lightly into the room and placed the dish on the crate turned makeshift nightstand between their beds, keeping to Baloo's side of the room as she did so.

Kit sat up, and put aside his hat and airfoil. "Thanks, Miz Cunningham."

"Listen, it was important that Baloo not be late tonight, so I made him go. He wanted to wait."

"It's fine."

Kit reached for and placed the plate beside him on the bed, and mostly just stared down at it; Rebecca couldn't discern if he was hungry and just too bashful to start eating or if he was only making a polite gesture in accepting a snack he didn't want. What with his nearly monosyllabic responses and eye aversion, she felt quite awkward standing there, but with the kid's obvious glumness she was compelled to linger just a beat and make sure she couldn't be of any help. She caught herself about to sit down on Baloo's bed and stiffened her knees. "Would you like to talk about anything that might have happened today?"

"No ma'am," said Kit.

Rebecca smiled for his courtesy. "Fair enough. But if you change your mind, I won't be far."

"Sure."

The model airplanes dangling over Kit's bed caught Rebecca's eye, as did the drawings pinned to the wall, ones that he had sketched and colored of various aircraft. She rarely had a reason to make a trip into Baloo and Kit's bedroom, it was "their space" and frankly that was okay by her, to not know what kind of condition it was kept in; Baloo was a slob and ignorance was bliss. It wasn't so bad, though; Baloo's bed was stripped save for a blanket balled up in the middle, a basket of grapes, bananas, and empty peels close at hand. In Kit's corner, the dreams he hatched when he slept were evident in what he hung over his pillow.

"Did you draw those?" she asked. "They're very good!"

Kit shrugged, sheepishly. "They're not _that_ good."

"No, really," said Rebecca. She stepped forward to take a closer look. "I was tempted earlier to make Baloo see this point, but I don't think he'd ever understand. You can't just look at art, you have to _think_ about it. Reflect on it. _Interpret_ it."

"But they're just some drawings," said Kit. "See, that's an Aronka P-31 Thunder-Buster. It's _supposed_ to be, anyway. I know I messed up on it. It's one of my favorite planes, though."

"Ah, but I can see more than just airplanes," said Rebecca. "They say a picture is worth a thousand words. They can say a lot, maybe more than we can say, in just a glance. Just like _I_ see a love there for airplanes and flying. It's an _expression_." She winked at him. "Of course, it helps that I know a thing or two about the artist."

"Aw, Miz Cunningham," groaned Kit, a whisper barely audible. He acted like he was scratching his brow, she could see him hiding a cringe. "I'm no good with things like _expressions_ and art. Trust me."

It was an enigmatic response, and Rebecca didn't know what to make of it. She seemed to have struck a nerve, somehow. Kit looked away from her, suddenly interested in the scenery of a blank sky out the window; Rebecca understood that he was politely, if not awkwardly, waiting for her to leave without him asking.

"Well, think about it sometime," she said. "You'll understand."

She was on her way out when she remembered: "Ah. Real quick, so you know, there's going to be people here waiting for Baloo to come back."

Kit's ears pricked. "What... _kind_ of people?" It was a fair question. After all, you never knew with Baloo. People waiting for him could mean anything from people with badges, people with brass knuckles, or people with those white coats and big nets.

"_Art_ people," said Rebecca. "They're going to be taking the Thembrian paintings as soon as they arrive. I've told them they can wait on the dock, but they can't come inside. Okay?"

"They don't even wanna wait 'til morning?"

Rebecca shrugged. "They're... an _eccentric_ crowd, Kit. But they pay well."

She crossed the threshold out, but there was just one more thing. "And, come to think of it, since Baloo and Wildcat _are_ going to be away so late, how would you like to come over and have dinner with Molly and me? I'm making hamburgers. And if you want, we have plenty of room in the guest bedroom."

"No thanks," said Kit. "I'll find something in the ice box."

"But you'll be by yourself all night."

Kit reclined on his pillow, grinning. "You kiddin'? The whole place to myself? I'm gonna throw a big party."

"Okay, you," laughed Rebecca. "Don't wear yourself out. I'm sure you and Baloo have plenty of fun planned for the weekend."

He shifted a glance toward her, suddenly remembering their weekend plans, and also that he was not at liberty to speak about with present company. He smiled at her. "Nah, not yet."

* * *

It was during the wee hours of the morning when Kit was awoken by the clamor of a garbage can outside being knocked over. He had fallen asleep in Baloo's armchair, under a blanket of comic books, and the station on the radio had signed off hours ago for the night, where now only static hissed from the speaker.

He yawned and blinked, and saw the shadow of a person pass by the window. Beads of rain drizzled against the glass pane.

"Art people," he yawned. It was all at once too early and too late to be standing by for a delivery, he thought. Staggering sleepily, he padded to the front door and opened it, startling the the guy who just stumbled over the trash can.

"Hi," greeted Kit. "You here about the paintings?"

The bulldog with the surprised look on his jowls was wearing a black sweater and knit cap. "Er... _ja_," he said, with a thick Houn accent. "H-how dit _you_ know?"

"Miz Cunningham told me you were comin'," said Kit. He peeked his head out the door and looked at the sprinkling dark overcast, a charcoal-colored ceiling glowing faintly amber from the city lights. "Don't you have an umbrella? She said you couldn't come in, but I guess you can. I don't mind. She always says a happy customer is a loyal customer."

"Who is zis Meez Cunningham?" asked the bulldog, slowly stepping across the threshold. He scanned the office like he was expecting some sort of trap to spring.

"The boss," said Kit. "You know, the person you're paying. Is it just you, or you got pals outside?"

"P-pals?" stammered the bulldog. Then he just thought of something and snapped his fingers. "Oh! You have copy of zee cargo manifest here? I lost mine."

"Baloo has that," said Kit. "But Miz Cunningham's got it on her notes. Here you go." Kit handed the him a piece of paper from Rebecca's desk, and the eagerness in which the bulldog received was not unlike he had just taken a bar of solid gold instead.

"How fery fery helpful, _mien junge_," he exclaimed. "Ta!" With that, he hurried out the door.

"Where you goin'? Don't you wanna keep out of the rain?"

"I just remember't, I left my _schtof_ on!" The door slammed behind him and he was gone. What was that word Rebecca used? Eccentric? Pilots had another word for it: _loopy_.

Kit went upstairs to bed. His head had just touched the pillow when he heard the chugging engine and squeaky brakes of truck pulling up outside. _More art people,_ he thought, turning over in his blanket. _They can sit in the truck_.

Then he heard a buzzing, the _Sea Duck_'s familiar and unmistakable engines echoing from the bay. On nights like these where he had to sit out on the job, that was at least one type of noise he didn't dislike getting woken up by. It meant Baloo was back safe and sound. He was also feeling a little bit bad because he sensed Baloo probably got yelled at for trying to wait up for him that afternoon. He decided to greet on the dock, slid out of bed and didn't bother looking out the window before he ran downstairs.

Outside, two gents in blue jumpsuits were unloading dollies from the truck as the _Sea Duck_ slowed to a stop, propellers winding down. The quiet of the night washed through the air when the decibels of the plane's engines were cut. The dock was wet and slick, particularly the planks that made up ramps to the far end. Kit slid down those like he was wearing rollerskates.

In the pale moonlight, the _Sea Duck_ looked like Swiss cheese from the front. The nose was riddled with bullet holes, the windshield had a crack on it, and the fuselage was beaten with dents and scrapes.

The cockpit door swung open, and Baloo spilled out of the plane like the last domino in line to fall. Kit had to jump out of his way or get flattened. "Slee-eep," muttered Baloo, his chin flat against the dock. "Sleep now. Sleep _good_." When he raised his head, he was startled when his nose met Kit's, and his smile was both groggy and pleasantly surprised. "Hiya kid. Didn't hafta wait up."

"Of course I did," grinned Kit. He took Baloo by the arm and helped him to his feet. "You okay? It looks like someone used the _Sea Duck_ for a _piñata_. Where's Wildcat?"

"Didn't make it," sighed Baloo, shaking his head.

"Oh no! What happened?"

Baloo pointed his thumb to the cockpit, specifically to the navigator's chair, where Wildcat was sprawled about and snoring, and merrily dreaming.

"Oh," said Kit. "What the heck happened?"

"Aw, what _didn't_ happen," said Baloo tiredly. He exchanged nods with the guys in jumpsuits and opened the _Sea Duck_'s side door for them. While they took their cargo, he summarized the night's events for Kit: "First, somebody forgot to tell some grand poobah in the Thembrian customs that we were comin'. They thought we were scammin' 'em with our Friday passport. 'Bout froze my hide waitin' for some _grander_ poobah to let us swap the cargo and git." He gestured to the bullet holes on the plane's nose. "Then we got swarmed by Karny and his yahoos on the way back home."

"I shoulda been there," said Kit. "How'd you get away? Inverted Immelman into a pelican dive?"

"Never got the chance," explained Baloo. "All the sudden, all these _flyboys_ came outta nowhere. Navy boys, from one of them _carrier_ boats. They jumped right in."

"Really?"

"H'oh, boy! Bullets were flyin' _everywhere_. The pirates were shootin', _they_ were shootin', and we look up, and there's Karny's ship. Had the big guns pointed right at us! But then, _boom!_ It looked like fireworks comin' outta the ocean. It was too foggy to see the water, but there must've been big gunship down there, and man, did it give that pirate ship a lickin'."

"Wow," breathed Kit.

"Heh, ya never seen them goons fly away with their tails tucked so far between their legs."

"I always miss _everything_," griped Kit.

They left Wildcat at peace inside the plane, and the guys there for the art had their oblong packages of Thembrian paintings loaded in their truck promptly. Baloo and Kit went inside. Following him up the stairs, Kit had to watch out for the big tired bruin teetering backwards.

"The plane's still gonna be good to go for tomorrow, right?" asked Kit.

"Ol' gal's been through worse. Nothin' Wildcat can't patch up in the mornin'."

"I was hopin' we could head out for some cloudsurfing. Think so?"

"Don't see why not," yawned Baloo. "We gotta stop by Louie's anyway to pick up you-know-what for Becky."

"Yeah, and sorry I was late today," Kit said. "I really wanted to go, just to get out for awhile."

"Don't sweat it. Stuff happens."

Kit stopped at the top of the the stairs and considered that, and that Baloo had no idea how remarkable such insight had been for him that day. "It sure does," he said quietly.

In the bedroom, Baloo plopped down on his bed and rolled himself up in his blanket like a Baloo burrito. With one big, loud, and relaxed sigh, he was out. Kit crawled on the other bed, but sat there a moment, thinking, and, rather hesitantly, tip-toed to Baloo's side and spoke softly. "Hey, Baloo? I was thinkin'. You know what would be great?"

"Hm?"

"If school didn't keep me grounded all week, and we could team up every day, for every job. That'd be _great_... right?"

"Mm-hm," mumbled Baloo. His next breath was a snore.

* * *

Saturday was a warm and beautiful day, and though the scenery didn't change much from Cape Suzette to Louie's, the rolling sunshine sparkling over a sapphire blue sea wasn't hard on the eyes. Best, for Baloo, was that bright, wide-open sky, unfathomably immense and conquering the horizon and everything under it. If left alone long enough to start getting contemplative, he could lose himself in the thought of the whole world before him, and anyplace he would really want to be, with just a nudge of the steering yoke, he was on is way, with no one to make him do otherwise. Just for the hell of it, he could steer hard and pull the plane into a spiraling roll, or dance with the clouds in lofty loop-the-loops.

That was, of course, when he wasn't contemplative on the thought of tacos and extra guacamole. Presently, he was thinking about none of those things. His thoughts, as he pondered them in the blue beyond, were about how if you sat too long in the bathtub, your fingertips got all wrinkly.

He wondered if anything similar applied to surfing the sky for too long.

When you knew someone, you knew when they needed to let off some steam. Kit needed to, Baloo realized, though he didn't know why. Little Britches seemed distracted and fidgety all morning, and when he finally got his chance to hit the mist, you'd think he'd been starving for it. It was no casual, leisurely surf; Kit was all over the place, slicing his board hard into the fluffy white clouds and parting the tops of great rolling cumuli, leaving long misty scars in his wake.

He'd been out there for an hour, at least, and still surfed like he was in a one-bear competition, even though the clouds had long given way to clear skies and and Baloo had stopped twisting and turning the _Sea Duck_, the way he often did to give the kid a roller coaster-like ride. Now Kit was making his own roller coaster, twisting and rolling and doing all sorts of tricks that made Baloo not want to look.

Now Louie's was in sight, and Baloo needed to slow the plane and drop altitude. "C'mon, kid, time to go," he muttered, then hollered out the window, "Reel her in, Lil' Britches! We're almost there!"

Kit kicked up his board in an aerial skid as he whisked to the left of the plane, and cupped a hand to his ear.

"Louie's!" Baloo pointed out the window to the island below. "Louie's!"

"Race ya there!" shouted Kit.

Baloo wasn't sure if heard what he _thought_ he just heard. "You'll _what_?"

Just like that, Kit let go of the rope. He stomped the back of his board down, and the front edge flipped upward, and so did he, into a near vertical climb.

"Hey!" cried Baloo. "What happened?"

The kid must have slipped. Baloo cut the throttle and spun the _Sea Duck_ around in a dizzying about-face, and he hollered Kit's name, looking out the window in all directions, but couldn't find him. He pulled the _Sea Duck_'s nose into a steep climb and at last there was Kit, spinning upward on his board and coming to a slow mid-air stop as lift and gravity tugged his airfoil to a draw. The sun sparkled on the airfoil's chrome edges.

"Gimme yer hand, kid!" yelled Baloo, reaching his arm out the window as far as he could. He got as close as to see the whites of Kit's eyes. The kid was looking right at him... and grinning. Kit put one knee down, grabbed the front edge of his board with one hand hand and held his hat in place with the other, and in a blink, he _whisked_ below the _Sea Duck_'s nose. Baloo yelped and jinked the plane hard to port to avoid turning him into into a hood ornament.

"Whoa!" yelped Baloo, a hand clenched over his heart. His face contorted as he realized he'd been had. "Ooh, I oughtta wring his neck," he grumbled through grinding teeth. He would have needed mighty long arms to do it then, because when he looked out, Kit was far away, far below, soaring toward Louie's.

The wind blasted against Kit's face and stung his eyes, roared in his ears and ripped against his fur and sweater. Coming out of a sheer dive of thousands of feet, he was going faster, faster, and _faster_. The overlapping plates of his airfoil rang out in a metallic clamor, cutting through the air and vibrating like an airplane engine unto its own. He squinted, zeroing in at Louie's docks, and not even the blasting wind against his mouth would hold back an unfettered cry: "Yaaah-_hoooo_!"

The ocean below him was a shimmering blue blur, and skimming inches above the crests he darted alongside a pod of jumping dolphins, their squeaks, to his ears, cheering him on. Not the same could be said for the simian employees attending to the planes on Louie's dock; they were caught by surprise of the sudden _swoosh_ grazing their heads, seeing little but a bullet-like chrome flash that made them duck for cover.

Like a bird knew how to use its wings, the kid knew how to use his board. With instinctive motion, he kicked the board upward, arching over the remaining length of the dock, and bled off speed. Behind him, when he looked over his shoulder, was a little yellow glimmer in the sky that was the _Sea Duck_. It made him laugh. But in front of him was Louie's thatched roof. That made him _not laugh_.

"Yikes!"

His board may have been his wings, but a bird would have had enough sense to scout its landing better. Kit was going way too fast, and Louie's Place was not inclined to get out of his way. He punched through the roof, and tumbled through the ceiling in a rain of dry straw, landing his seat square on a bar stool.

"Well, thanks for _droppin' in_, shortstop," scowled Louie. "_And_ for the new sky-light."

"Sorry, Louie," croaked Kit, through a strained groan. The sheer _sting _on his backside made him roll off the stool, and he hunched his head over the counter, holding tight onto the edge lest his legs give out on him, going cross-eyed. He snapped out of it when the glimmer of his airfoil fluttered through the hole in the roof, and he caught it with both hands. In its reflection was his beaming smile.

"Wow! That must've been ten-thousand feet! That was the best cloudsurfing dive _ever_. Man, Louie, you shoulda _seen _the look on Baloo's face!" He laughed about it, but then he _really_ thought about that look on Baloo's face. He was going to see it again real soon.

"He's gonna _kill_ me," Kit muttered. He folded and put his board in his sweater ― more like _hid_ it in his sweater ― before an attempt was made to take it away. "You got any specials on the menu for a last meal?"

Louie chortled, despite himself. "Huh! If it's another one of _those_ things between you two, I ain't gettin' involved. Better think of some last words instead."

"Last words?" Up through the hole in the roof he had just made, he gazed at the blue sky, shining bright as silver. He sighed, dreamily, and, despite the earful he was about to get, was mighty pleased with himself. "No regrets."

Baloo stormed through the front door, dark and noisy as a thundercloud, and Kit went from doing his best cloudsurfing dive to his best _over-the-counter _dive. Maybe he had just a tiny bit of regret after all. He picked up an ice cream scoop and a soda fountain glass, and greeted Baloo with toothy, nervous grin. "Hiya Papa Bear! One mango shake comin' up?"

Louie did his part to help by scrambling behind the bar for a white soda jerk hat, and plopped it haphazardly atop Kit's ballcap... it just rolled off and fell, and Louie then shrank back out of the way, for his ol' pal was not amused.

"Kit, of all the darn fool, bone-headed stunts you ever pulled!" The whole bar counter shook when Baloo's palms came crashing down on it. "I almost ran ya over!" A glance up and he saw the hole in the ceiling; and though he wasn't there himself to see how that hole got there, the bits of straw stuck to the kid's sweater and the _look _Louie was giving him (the kind that said, 'Yep, that's goin' on yer tab, too, cuz!') was enough to solve the equation. He grabbed Kit by the shoulders, hoisted him over the bar and sat him down on a stool, and not entirely gently.

"I know and I'm sorry," Kit was quick to say. "I was being show-_offity_."

Baloo was momentarily stunned by the response, the lack of '_I _know _what I was doing'_ therein. The kid gave in awfully quick this time. "What the blue blazes were ya _thinkin_'?"

Kit was at a loss for words. It wasn't what he was thinking, it's what he wasn't thinking. In the clouds, he wasn't thinking about last Friday, or this coming Monday. For instance, he wasn't thinking about cramming his airfoil down Principal Pomeroy's, and, metaphorically, the entire sixth grade's throat. _Now_ he was, and it was showing in the darkness of a sudden grimace.

"You gonna tell me what's wrong, or what?" Baloo asked.

"Nothing's wrong," said Kit. He turned away from Baloo and folded his arms over the bar.

"Now don't go tellin' fibs. Ya been bothered 'bout somethin' all day."

"I have not," Kit insisted. "Nothing's wrong. Everything's _great_." He did a poor job of disguising the sourness in his tone, realized it, and grimaced. Before Baloo could ask another question, he changed the subject.

"Hey, Louie! Did you get the thing for Miz Cunningham?"

"Surely did," said Louie. From a shelf under the bar, he took out a pen and a small blank card and set it on the counter. "You boys wanna do the honors?"

"Yeah!" said Kit. "But what should we write, Baloo?"

"Got me." Baloo took the pen, but could only tapped it against the card as he thought of something to jot down. "Huh, don't this feel weird."

"Yeah, but it's for Molly," said Kit. "Rebecca's a good mom. She deserves it."

Baloo chin was in his palm. "Can't argue with that."

That said, it didn't make what to write any easier.

* * *

The next day had a special morning in store at Rebecca's apartment. Molly had been in cahoots with Baloo about it all week. She raced out of her bedroom as soon as the doorbell rang, handily beating Rebecca to the punch.

"Remember, ask who it is before you open it," her mother told her.

"Who _is_ it," sang Molly, as if she didn't know.

"Special delivery," said Baloo from the other side.

Of all the people Rebecca didn't expect to come calling on his day off...

"Oh!" Molly said suddenly, as if she forgot something, and she ran back into her bedroom.

Rebecca, in rosy robe and pink pajamas, opened the door, and, with shouts of _surprise_, Baloo burst (not literally) into the room, a big yellow banana bouquet in his arms from Louie's, followed in by Kit with two gallons of Frosty Pep, and Wildcat with a big, colorful bundle of helium balloons.

Rebecca staggered backwards. "What's all this?"

"Happy Mother's Day!" squealed Molly, running back into the room and into Rebecca's arms. This time, she had a big piece of decorated pink construction paper in her hands. Rebecca picked her up and nuzzled her cheek.

"You planned this? What am going to do with you."

"Maybe grab us some spoons before this ice cream melts," suggested Baloo. He set the yellow bouquet on the coffee table, and Rebecca saw the little card attached and read it out loud:

"_Happy Boss-Lady Day_. Oh, you guys."

"Here, read this one," said Molly. Drawn on the pink construction paper was a heart made of glued-on glitter, and likewise glittered words inside of it, in round, misshapen kindergartner letters: _Love You Mommy_

"I made it in school," Molly said proudly.

"It's beautiful," said Rebecca, choked by the sentiment. She smooched her cub on the nose. "And I love you, too."

Baloo and Wildcat were two big melting puddles of _aww_, watching the warm cuddle between mother and cub, but beside them Wildcat also noticed something... off. He could do that sometimes better than others, noticing things that were _off_. Call it a talent of those so inclined to be.

He saw Kit staring blank and trance-like, not at Rebecca, not at Molly, but at that pink, glittery love note, then, as if becoming self-aware that he might appear at all conspicuous, suddenly looked away, and became intensely interested in the scenery beyond the apartment's balcony. His feet were shifty, and he left for the kitchen. "I'll, uh, get some spoons and bowls, be right back," he said.

"You boys might as well make yourselves at home," said Rebecca.

No one had to tell Baloo twice. He plopped on the sofa, resting his feet on the coffee table, but his heels didn't touch table. They touched book. A big, heavy one was there with a hard cover and fancy lettering on the spine, resembling something of a high-end academic text. He took his feet down when Rebecca took a swat at them, and she sat next to him with Molly in her lap. Baloo squinted to read the title of the book: The Painted Classics.

"Well lookit you," he said to Rebecca. "Gettin' all _artsy-fied_."

"Is that your word for educated?"

"It's got lots of pictures, Baloo," said Molly. Eagerly, she hopped to the book and flipped open its pages to show him. "Look, some of 'em have naked people!"

"Oh, give me that." Rebecca promptly took it away. "It doesn't hurt to find some common ground with prospective long term customers, especially ones who are, should we say, culturally enlightened."

"Huh. Ya mean _loaded_."

"Well, yes," Rebecca admitted. "You'll be happy to know that Mrs. Hayworth was _thrilled_ with our last job. Major Boarus from Thembria is apparently a hot ticket in the arts. She said we're helping _paint bridges_ between two worlds."

"Paintin' bridges," Baloo repeated dryly. "My my. Ain't she clever."

"She's _paying_ nicely, is what she is," said Rebecca. "Best of all, she said they expect more from Thembria soon, and we'll be getting the contract for it."

Baloo smiled smugly and stretched his arms. "Yep, no need to thank me, Becks. Yer welcome."

The reply was caught somewhere like a piece of spinach stuck between Rebecca's teeth, where she had to dig out laboriously with the tip of her tongue. "_Thanks_," she said, and was quick to add, "For being on time, for once. Now you see what I mean!"

To Baloo's dismay, Rebecca took the opportunity to spell out the values of punctuality and good business practices. Listening to them, Wildcat was lost in the talk of paintings and business, but one thing he was cognizant of was that Kit was not right back. So, he padded into the kitchen to find him.

Kit was slouched on his elbows over the kitchen counter, having gotten as far as a few spoons in his hand. He was absently staring at the sheen of the polished white countertop as a seer might peer into a vision from a crystal ball.

"Kit?"

Kit gasped and turned like he had been caught committing a crime. "Wh-what?"

"You okay?"

"Of course!" said Kit. He went to open the cupboard where Rebecca dishes. "Sheesh, why does everyone keep askin' me that?"

"You don't look okay," said Wildcat, so plainly that it gave Kit pause.

"I'm fine," he said. It was hard for him to discern why, but he was somehow inclined to ask, "Ever feel like you're kinda... losin' your mind?"

"Wow, _you_ feel that, too?"

_That_ was why. Kindred spirits of the mind-losing variety.

Kit took four bowls out of the cupboard and stacked them on the counter. "You never get mad, do you?"

"Mad? Like, what about?"

"Stupid stuff that doesn't even matter," Kit said, under his breath. "What do you do when people just _really _push your buttons?"

"Ahh!" said Wildcat, raising his finger in a manner of a professor about to enlighten a student on the very matter of his vast academic expertise. "I _never _let that happen, bud." He gestured to the zipper on his one-piece jumpsuit; he winked at Kit slyly, and whispered his secret: "I don't wear buttons!"

Well, thought Kit, that advice was about right for Wildcat. And, for Wildcat, it probably worked out like that, too. He didn't bother bringing up that he didn't have any buttons on his sweater. He just nodded, set the spoons in the top bowl, and grabbed the stack to carry out to the living room. "This weekend's already been _way_ too short," he said.

* * *

Hardly anyone likes Mondays. Saturday comes and goes in a beat, Sunday is doomed with the overbearing haunt that your weekend off is imminently _kaput_. Then, the pencil-pushers have to go back to pencil pushing. Golf clubs and fishing poles get traded for neckties and adding machines. The hot dog line at the afternoon ballgame malignantly transforms into to the assembly line at the factory. Kids have to go back to school. The vast majority of them actually stay there until end of class. But not all of them. Not one in particular today, anyway.

There had been a little bit of a ruckus at Cape Suzette Elementary. Well... it might have been a little bit _more_ than a little bit, as far as your normal ruckus at school might go. The result, come Monday afternoon, Kit was inside the Jungle Ace's headquarters throwing a rubber ball against the timber wall and catching it on the bounce back. By now, he figured, his classmates would have had finished gym class and were opening their history books. Then he thought about Baloo, who was probably out on a delivery ― off to another adventure ― and how he would have much rather had been flying with him right now instead of holing up in some treehouse.

But that was his want on a lot of days, too. How many times had Mrs. Morrissey scolded him for staring out the window and daydreaming instead of keeping up with the algebra lesson? He liked picking up a soccer game with his buddies during recess, and running track ― that was just about it, and unfortunately those were the most fleeting times of the school day. Everything else was boring, boring, boring. He wanted to be flying in the _Sea Duck_, or go cloudsurfing, or go explore the junkyard to see what was new, or go hang out at the airfield, or go catch a big fish, or glue together a model airplane, or really do _anything _more exciting than being cooped up in a classroom. He had made plenty of wishes in his life ― for friends, for planes, for wealth, but one thing he never wished for was an uneventful day. But he wanted to be good, too, to be the person Baloo trusted him to be, and understood that there were certain norms in place. He thought he had overall done a heck of a job adjusting to all of these little inconveniences, even when they got really irritating, and now in that treehouse, he could hardly wrap his mind around how it got to this point in just a few days time.

With each crack of the ball against the wall, he thought of another way of explaining things to Baloo, and each excuse that came to mind was worse than the last. Of course he could always resort to just telling the truth ― but he could hardly see any reason to go _that _far. To anyone. He'd rather be buried up to his chin in slushy Thembrian snow.

When he woke up that morning, he had considered pretending to be sick and buying himself an extra day at home. Now he wished he had. Instead, he thought he had cleared his head enough over the weekend, and was determined to get through the week without drawing any unwanted attention. So much for _that_ idea. He had wanted to just serve his one-week detention sentence, not gladly or with a shred of repentance, but just to get it done and over with, and forget last Friday ever happened. But, when he arrived that morning at school, he only got as far as his locker when Mr. Pomeroy passed by.

"Cloudkicker," the principal had said to him, "I trust you took time over the weekend to adjust that surly attitude."

If Kit had an instant-furious switch, it had just been flipped to the ON position, just like it had been the Friday before. It wasn't just that the principle _had_ to say something, but that he had to say it _like that_, and how he stood behind him and waited for an answer. Out of spite, Kit didn't give him one, and didn't bother to turn around to acknowledge him either. That was getting even, because Pomeroy seethed at being ignored.

Historically, wars between nations have erupted for slights less dire. All it took for all hell to break loose was the right amount of stubbornness, and these two had it in spades. Pomeroy was born to be a principle, serious and assertive, a cultivator of discipline, order, and respect, and persistent corrector of errant youth. His methods worked most times, but most times his methods didn't suddenly evoke in a student an untamed spirit held in the likes of vagabonds and pirates that answered to no one.

"I asked you a question," said Mr. Pomeroy, who would be damned to not get his point across. "But I already see what the answer is. I told you last time, you're on thin ice around here. Keep this up and you'll see what..."

The principle paused when the books Kit was swapping in and out of his locker tumbled to the floor, dropped with contempt. Mr. Pomeroy tugged at his already hot collar. "Turn around and _look_ at me," he ordered. To that end, he got what he wanted, though not how he liked it. Without a word, Kit _slammed_ his locker shut, not unlike he wished Pomeroy's fingers were in the way. The other children in the hall stopped their squeaky chatter at once, turning their attention to what looked like two gunslingers about to square off.

"I don't know what's gotten into you, but it stops this instant," Pomeroy said, and pointed down the hall, toward his office. "Now pick up your books and _march_."

Kit's feet remained firmly planted, the only thing moving about him were his fingers curling up into angry fists. He didn't budge, but he took some gratification at Pomeroy grinding his teeth at being so openly defied.

"Kit... what's wrong?" said a small, squeaky voice. It was Oscar Vandersnoot, who looked awfully worried behind his big round glasses. His Jungle Ace friends were there, too, and their puzzled stares silently echoed Oscar's question. Except for Ernie. He was rather excited, rooting for Kit to take a swing, or maybe a swift kick in the shin.

And all around, a sea of students stood watching, wondering. Kit felt every single set of eyes like hot lights, and prickly warmth flushed his face. He bowed his head, ashamed, and felt the fight in him crumble, realizing in that uncomfortable moment that he was digging himself into a pit that was dangerously deeper than he could climb out of.

Pomeroy's extended arm stiffened straight as he pointed down the hall again. "I said, pick up your books. Now!"

Kit winced at his tone, but still didn't move upon his command. He could hear some of the other kids whispering to each other. Last Friday, an instant had come where it was painfully obvious to him that in some ways he was _different_ from his classmates. He had let it get him down. The same had just occurred to him again, but this time, it gave him a smirk. He _was_ different, but inasmuch in the particular way that he was different, he might as well use it to its advantage. It had its perks. He had his freedom.

Kit picked up his books with an air of perfect calmness, neatly stacking them neatly atop one another... then shoved them in Mr. Pomeroy's arms.

"Where do you think _you're_ going?" huffed Mr. Pomeroy. "Get _back_ here, Cloudkicker! I'm _talking_ to you!" But the more times Pomeroy ordered him, the faster Kit walked, down the hall, out the front door, and down the street. Eventually, not quite ready to show up at home unexpectedly, he went to the tree house where no one would bother him.

He saw an apparition of Mr. Pomeroy's ornery face on the club dartboard, squinting behind his glasses and nosing in on things that were none of his business. Kit wound his arm back and threw the ball with his meanest fastball, knocking the dartboard off the wall, but the rebound came swiftly and clocked him square on the nose. He yelped and cupped his muzzle, then grumbled uncouth utterances. His nose wasn't bleeding, but it smarted enough to make him feel a little dizzy, as if the tree were shaking. But then he realized, the tree _was_ shaking.

The tree house door opened, and there was Baloo, peering inside. "Kit?"

"B-Baloo? Wh-what're _you_ doin' here?"

"What am _I _doin' here? Yer school called askin' where ya went ― whoop!" Not quite the agile tree climber as were Kit and his friends, Baloo took a misstep and disappeared from the stoop, spilling upon the grass with a heavy thud.

Kit rushed to the door. "Baloo! Are you okay?"

Baloo was up on is feet quick enough, and scowling up at the boy. "Dog-gone it, I didn't know where ya were and I was worried. Now get down here and tell me what's goin' on."

_Well, here goes nothing. _Kit was hesitant in his response, if not a bit ashamed. "I walked out on school today," he said, while climbing down.

"But _why_?"

Kit looked down, flustered, watching his toes sheepishly swivel into the grass. It was annoying, frustrating, what a big, fat loaded question a tiny little word like _why_ was. At first he just shrugged, as if rolling the dice that Baloo was just going to reply, _Oh, okay, _and they'd forget about it. His dice had rotten luck, and Baloo was laying on thick with the stern look.

"It was a stupid little thing, and I lost my temper," said Kit at last. "I didn't think they were gonna call, and I didn't mean make ya worried, but... I guess I just didn't know how to tell you."

Kit absently padded around the tree, with Baloo following, his stern countenance beginning to soften. "What is it?"

"I don't wanna go back to school unless they get off my ailerons," said Kit. "Now since I walked, they're probably gonna kick me out now, anyway. I figure, they don't even hafta bother. I'm _not_ goin' back."

"Whaddaya mean yer not? Ya gotta!"

"Why?"

"Wh-_why_?" Baloo was flustered for an answer. Now it was his turn to deal with that little, three-lettered nuisance. "Well, uh..." He snapped his fingers when the answer finally came to him. "Because! That's why."

"Oh, _great_ reason," Kit drawled. He stomped tracks on a dirt path away from the tree house.

"What'd ya want me to say? It's just the way thing _are_ for kids."

"Says who?"

"Says... whatcha call it... so-_sigh_-itty!"

"Who's so-_sigh_-itty, then?"

Baloo scratched his head under his cap. "Well... them that don't know what else to do with ya all day."

"Yeah, well maybe it's good for some kids, but I don't need anyone tellin' me what to do with myself all day."

"But it's what's _best_ for ya, and I'm pretty sure there's some sorta _law_ that says kids gotta be in school."

"Really? I'm pretty sure there's some sort of law about obeying speed limits and paying parking tickets, too."

"That's not the same thing!"

"What, you're some law professor now? I never went to school before I lived here, and nobody cared."

"But now yer here and _I_ care," said Baloo. "Will ya stand still and tell me what'n the world started all this?" Now on the sidewalk, Baloo burst (again, not literally) into a short sprint and cut Kit off, blocking the way. "Yer only _one month_ from graduatin' the sixth grade."

"Three weeks," muttered Kit.

"Three weeks! _Three measly weeks_ and yer as far as I never made it in my _whole life_. An' yer great at it! Just look it how ya helped _me_ get through. Now _what_ is _goin' on_ all the sudden?"

"Who needs to graduate anything?" Kit insisted. "They're not gonna teach me how to be a great pilot. Look at you! You're the best pilot in the world, and _you _didn't need school."

"But I went back and _graduated_."

Kit scoffed at that. "For a party."

"Because it was important!"

"Okay, for an _important_ party."

"Ki-it..."

Kit sighed, staring at and swiping his foot over a crack in the cement. "Really, Baloo. I'm proud of you. You tried so hard to get a passing grade... that's why I didn't want to tell ya right away. But think how great it'll be! I could fly with you any time, every day all week."

"Aw, kid, ya know that's not gonna happen."

"Why not? I thought we were a team. Partners!"

"We are!"

Kit shrugged at him, waiting. "Then...?"

"Hold on, now, just back this up!" said Baloo, dizzily and futility rubbing his forehead, trying to massage an ache that seemed to be coming from between his ears. "Are you... are you gettin' bullied?"

Kit rolled his eyes. "Be real. _No one_ pushes me around." He brushed past Baloo, notably taking the direction opposite of Cape Suzette Elementary, and uttered one other final thought on that matter: "Including Pomeroy."

Baloo was following at his heels. "What'd yer principal do?"

"He's got a fat head and a big mouth, that's what he did." A discarded aluminum can suffered the sudden bitter wrath of Kit's kicking foot. It clanked and rolled noisily across the street and into the gutter. "He gave me detention, for this whole week," he said. "That's why I was late the other day. I'm not goin' back for more. I don't hafta listen to _him_. And if I don't do it, he'll pile on the demerits until I get kicked out. I bet I'm expelled anyway after today, anyway, so why bother."

"You wanna quit 'cause they made ya stay after class a lil' bit?"

"No! It's the _point_."

"_What_ point? Wait a minute, what'd ya _do _to get in trouble?"

"Doesn't matter," growled Kit. His pace kicked up a notch.

"Yeah, it _does_," said Baloo. The conversation was going in faster circles than the _Sea Duck_'s propellers, and the kid wasn't the only one getting steamed.

"No, it _doesn't_."

"_I'll_ decide if it does or not."

"You don't get to decide everything!"

"Kit, _stop_." At last Baloo snagged Kit by the shoulder and arm, and turned him around and pushed him along, to where down the street the grade school campus awaited. "If yer not gonna tell me what's the matter, that's one thing. But bottom line is, yer goin' to school, and yer goin' back right now. That's _final_."

Kit was quiet for a moment, head drooped like a prisoner in shackles being escorted to the dungeon. It didn't last long. Suddenly he whisked away from Baloo, and went the other way, toward Higher For Hire. "It's _not_ final."

* * *

"I'm surprised at you, Kit," said Rebecca. "Baloo is absolutely right." That was also surprising to her, but she held back that remark.

It was inevitable, Kit knew, that they were both going to gang up on him the instant he was back at Higher for Hire. This was the bout he had been dreading. But now, the contenders were in the ring, the bell had rung, and the first round was underway. In one corner, weighing in at _leave me alone,_ was Kit Cloudkicker. In the other corner, at a combined weight of _we know what's best for you_, were Baloo and Rebecca.

"We all decided you'd start school," said Rebecca, "and you're almost done for the year."

"So, I started," said Kit, with a forced air of nonchalance. He was sitting in Baloo's armchair with his cheek firmly nestled against his fist. "It didn't work out. So what?"

"I don't understand," she said. "You're a good student. What happened?"

"Nothing."

"Then what changed?"

"_Nothing_."

Inwardly, Baloo wished Rebecca all the luck in the world in getting more of an answer than he did out of the kid.

"But what was the detention for?" asked Rebecca. "Did you get into a fight?"

The answer didn't come quickly. "No."

"But you did _something_ you weren't supposed to."

The offense Kit took to that remark shown in a flash of anger, one that took Rebecca aback. She was suddenly at a loss for words, but then the phone rang and she answered it, the convenient exit it was right then.

"Everyone gets in trouble sometimes," Baloo said to Kit. "Boy, _I_ oughtta know. What yer not sayin' is why you wanna quit all the sudden."

"It's not quitting," shrugged Kit. "It's just a _change_. Maybe school's not right for a kid like me."

"That's horse pucky! What's _that_ supposed to mean, a kid like you?"

Momentarily, Kit seemed surprised, perhaps at his own phrasing. His face darkened as he considered where he had heard that phrase, or more pointedly, who had said it. "You tell me," he scoffed quietly. "You know. Only Thembrians would be crazy enough to let a _kid like me_ fly."

He might as well have splashed a cold pail of water over Baloo face, for the big bear's flinching reaction. Baloo stammered his defense, "Hey! N-now I didn't mean anything like _that_. Why I was talkin' 'bout _Thembria_, not you. I didn't mean ― I mean, I wouldn'ta... I..."

"Aw, come on," said Kit. "It's not like it's some secret. I'm not _like_ the other kids."

Baloo's brow furrowed, his bottom lip stiffened. "Ya don't hafta be," he said. It got the kid's attention; Kit looked at him questioningly. Finally, Baloo saw an opening to get through. He spoke gently. "Lil' Britches, I don't gotta tell ya _why _ya oughta be in school. Yer _smarter _than that. What yer talkin' about is quittin', and since when did ya become Kit Cloud-quitter? Come on, kiddo. If ya didn't think this was wrong, then how come you were hidin' this mornin'?"

He saw then that Kit had a moment of contemplation over that. Baloo was starting to feel relieved, even a bit proud of himself. Actually, a lot proud. He had got the kid to change his mind, this would all be over in a minute. And to think that he was starting to feel intimidated, that he wasn't smart or wise enough to guide his young friend along through this one, but he did it! He connected, he ― wait. Kit just narrowed his eyes at him in a look that said _nice try_.

"Horse pucky," insisted Kit.

Well, the heck with that, thought Baloo miserably. "Dangit, Kit. I'm doin' my best here!"

"So drop it, then! Look, what's the big deal? How come there's a big fight every time there's something I wanna do?"

Baloo rubbed his forehead, wearily. Somehow he knew what Humpty Dumpty felt like. "One argument at a time, huh? I'm gettin' tired of askin', _what happened_ at school?"

Kit slouched limply into the corner of the chair, his arms crossed and lips tight. Baloo didn't budge from in front of him. What ensued was a silent contest between them, a contest of staring and waiting. A breeze washed in from the open window, and from outside could be heard metallic percussion from Wildcat's mallet on the _Sea Duck_'s wing, and Molly singing to her doll, oblivious to the palpable tension inside.

"Baloo," Kit sighed, annoyed, and with more than a little hint of _back off_ in his tone. It didn't have any effect. Baloo waited... and waited. After what seemed like an eternity, Kit lowered his eyes. "It was just a stupid little thing," he said. "That's all I'm gonna say. I just wanted to be left alone about it and they kept pushin' me. The teacher said I was being rude and sent me to the principal's office. Then Pomeroy said I was rude and gave me a week's detention. He said if I didn't straighten up, I'd be on my way out, and he said he was letting me off _easy_. Well I'm not doin' his stupid detention, and I'm not lettin' him boss me around about it. _Forget _them."

"Whoa now," said Baloo, "what'd ya _say _to yer teacher?"

Kit shrugged, shuffled in the chair uncomfortably, though there might have been the slightest hint of satisfaction gleaming in a subtle smirk. "I _might _have told her to 'go kick rocks.'" He 'might have' told her something worse, too.

Baloo blinked. "Yep, I'd say that makes the list under bein' rude."

Kit suddenly jumped to his feet on the chair cushion, not unlike an indignant lawyer about to shout an objection to the judge. "She _can_ go kick rocks if she thinks I'm gonna ―" He tightened his mouth shut and fell back in the seat, bouncing into a curdled, arms-crossed position. "I was stickin' up for myself and I'm not sorry."

"Have you lost yer mind? What did she _do_ that got ya so steamed?"

"She kept asking me _questions_," he answered, pointedly.

"Yeah, and I got a few of my own," said Baloo. "I'm gonna get to the bottom of this one way or the other. If yer not gonna talk to me, then I'm gonna go find Pomeroy and ask _him_."

"Baloo, don't," groaned Kit. "_Please_ stop askin' about it."

"But _why_?"

"'Cause you're not me! _I'll_ deal with it."

"Deal with _what_?"

"It's nothing!"

"Stop _tellin_' me that!"

"I _don't_ wanna talk about it anymore!"

Baloo's shadow cast over Kit, him leaning over the chair with his hands squeezing the padded arms, and his grimace curdling in frustration. His tone was low and grave. "Lil' Britches, I'm losin' my patience. I need ya to _talk_ to me."

Kit stood up on the chair cushion, slowly and intently, and met Baloo nose-to-nose, his eyes glossy and blinking. "No. Stop actin' like you're ―" He choked on his words, looking away from Baloo. "It's just none of your business, okay? So _drop it_." With that, he leapt from the chair and stomped up the stairs. Baloo took a step after him, but stopped... he wanted to go after him, but at the same time, no... he definitely did not. Instead he fell into the armchair, shot dead by the imaginary gunshot sound that was Kit slamming the bedroom door. His pilot's cap rolled off his head and bounced off his belly, onto the floor.

"Hey," said a small voice by the chair. The elevated voices could hardly keep from Molly's ears for long. They had not seen her curiously padding inside. "How come you guys are fighting?"

"Fi... fighting? _Us_ guys? Nah, cupcake, ya got it all wrong." Baloo sat up, forced a big, soft smile, and set Molly up on is lap. "Ya see, sometimes when yer used to bein' around a plane with big ol' propellers... well, like the _Sea Duck_ out there, it makes yer ears a lil' tough... and uh, well, pilots and navigators sometimes get used to talkin' loud. Ya see?"

"You were fighting," insisted Molly.

Baloo's smile crumbled. "An' I don't know what about," he muttered. He turned his head to Rebecca. "I... I dunno what to do."

"I know one thing you _have _to do," said Rebecca.

"What?"

"That was Kit's principal on the phone. One _angry_ principal. You have to go to school tomorrow."

"_Me_? No way, nuh-uh! I done wrapped that up. He gave me a passin' grade!"

"Not for you, for _him_." She was pointing upstairs.

"Oh." Baloo slid Molly off his lap and fell back in his chair, clenching his stomach like he was about to be sick. "That's even worse."

"Listen, this is _important_," said Rebecca. "I'll push some deliveries back tomorrow. If you want, I'll go with you."

"Ya will? Really?"

"He might not appreciate it, but..." She looked at Molly, at once thankful for what she had in a child and for the provisions she was able to afford her. "He's come a long way since we've all known each other, hasn't he? I guess I feel proud of him for that. I don't know what could make him think it would be okay to stop going to school."

"Kit's not going to school anymore?" The possibilities flashed before Molly's eyes in an instant. "Can _I_ stay home, too?"

"Don't be silly, Kit's _going_ to school," Rebecca said. "And you _like_ your class. Why would you want to stay home?"

"I'd _like_ sleeping in," shrugged Molly.

"Sorry, pumpkin, those are the breaks." She gently ushered Molly toward the door. "Why don't you go help Wildcat for a little while? Baloo and I are going to have a word with Kit."

"We... are?"

"We _are_," said Rebecca, her tone leaving no room for debate.

"Listen, Becky. Somethin's kicked in that boy, an' this... this ain't the time."

"Listen to _me_, Baloo. This is the _only_ time."

Baloo was still and not inclined to move from his chair. If Rebecca could read his distant and sullen expression, his feelings were hurt. "How come he won't talk to me about it?"

"I don't know, but you can't give up now," said Rebecca. "Even if he won't tell you about it, what matters is that he's back in school tomorrow. After that dazzling spectacle he pulled this morning, his principle said he won't have another shot at this."

She grabbed Baloo by the arm and tugged until he was out of the chair, then led him up the stairs. "Come on, you need to get up there. You have to be _firm_. Stick to your guns!"

"Yeah, firm guns," mumbled Baloo, numbly walking one slow step at a time.

"He has to understand that there are consequences to his choices. I know just the thing."

Baloo opened the bedroom door with as much eagerness as he would have if the next step he took was into the middle of an ice-cold lake. Kit was leaning on the sill of the open window, tugging his collar to take in some of the breeze. He took one glance back at Baloo and Rebecca stepping inside, and promptly ignored them.

Baloo took a breath. "Look, Lil' Britches, I―" He didn't even get a chance to fluster his words before Rebecca cut in.

"Kit, if you don't go to school, the _Sea Duck_ is off limits," she said.

"_What_?" Kit spun away from the window like it had given him an electric shock. It wasn't electrical, but a shock, yes, and a severe one that left his fur stand on end just the same.

"_What_?" repeated Baloo.

She cleared her throat at the pilot. "Right, Baloo?"

"Whoa! Wait a minute, Becky, I didn't say I'd―"

"_Right_, Baloo?"

"Oh..." As he took in Rebecca's meaning, Baloo's fingers were fidgety and crossed in knots. "Well, I guess." He nodded at Kit. "Right."

Kit let out a sharp breath, like the wind had just been knocked out of him. "That's not fair!"

"Neither is walking out on school," explained Rebecca. "You're not being fair to yourself, and you're not being fair to the people that want to see you do _great things_ when you grow up. I won't just stand back and let you throw away your education because of a little detention. The Kit I know isn't afraid to work out his problems. You're running away from them right now."

She had a way of putting things, thought Baloo. "Becky said it, kiddo. Don't ya think she's right?"

Kit turned his back to them and stepped to the window again. Outside, he saw Wildcat making Molly giggle by putting on an impromptu puppet show with a hammer and pliers. Kit's hands squeezed around the sill; had he the strength, the wood would crumble in his palms. "What _I_ think is that Wildcat ends up watchin' Molly an awful lot around here."

Rebecca staggered a step back like the floor had moved from under her. She was obviously not expecting that blow.

"Now, Kit, that wasn't nice," said Baloo, stepping forward. "Becky's just tryin'... _we're_ just tryin' to help ya along, to do what's _best_."

Baloo's words couldn't have made Kit feel worse than he did. Even if that little zinger felt vindictively good for that split-second, if Kit could have somehow turned around and snatched his words out of mid-air before they reached Rebecca, he would have raced to grab them. His head spun at how dramatically sour things had gone so quickly.

Coolly, Rebecca spelled it out for him: "No school, no flying. Your choice." She turned to leave, but Kit jotted after her.

"Miz Cunningham, wait! I'm sorry. I didn't _mean_ anything. I'll go back tomorrow. I'll do their stupid detention, and just get it over with."

"But ya shouldn'ta talked to yer teacher that way," said Baloo. "An' ya shouldn'ta done what ya did this mornin'."

"Yeah, I _know _you're all against me, Baloo. Don't gotta rub it in." Kit went to his bed and flopped backwards on it, spawled and scowling at the ceiling, and there bewildered Baloo was too flustered for a response for the umpteenth time that afternoon.

"None of us are against you, Kit," said Rebecca. "_You_ said you were sticking up for yourself, and I believe you. But there are ways we can handle that. If they did something wrong to you, then let's talk to them."

Kit's back stiffened quickly as he sat up, his face stricken with horror. "_Who_ talk to them?"

She stood at Baloo's shoulder. "You! And Baloo. Maybe me. All of us."

The way Kit physically recoiled at that idea was one way to say he was repulsed ― she might as well have suggested that they all shave their fur and parade down Main Street in newspaper hats. "You guys _don't _get it," Kit said. He brushed past them to leave the room. "They didn't do anything wrong, okay? And I don't _want_ any help. I don't wanna talk to _anyone_ about anything. Just _forget_ it."


	2. Chapter 2

**_Tuesday morning..._**

"You're _what_?" Kit didn't take the news kindly, especially after a long night of tossing and turning, listening to the rustling of Baloo tossing and turning the same. "Why didn't you say something about it yesterday?"

"'Cause I thought we'd save some arguin' for the mornin'," muttered Baloo.

Kit took his point, and spoke softer. "But what does he wanna see _you_ for?"

"Got me." Baloo slouched on his bed, rubbing the sleep out of his eyes, the early morning sunshine glaring in his face from under the half-down window shade. "But I'm guessin' you could prob'ly clue me in."

Kit had one arm already in his green sweater, but the other arm didn't make it through before he curled back on his bed and burrowed his head under his pillow, with a long and miserable groan.

"Aw, kid, I don't wanna fight about it. I don't even wanna go. But I gotta, I guess. It's just one'a those things."

"This is getting nuts," replied a muffled voice.

"Nuts is what happens when ya just ditch school in front of everybody." Groggily, Baloo staggered to the opposite bed and sat down beside Kit, and despite himself, playfully tugged away the pillow and peered at him in a peek-a-boo fashion. "Ya gotta _at least_ sneak out the window when yer teacher's not lookin', like I showed ya how."

It was a proverbial olive branch extended, and it was sheepishly accepted. Kit smiled a little, sat up, and pulled on his sweater all the way. "I wish I woulda thought of that. So, I get in trouble and _you_ hafta go get yelled at for it, like it's your fault. Aw, I _know_ what Mr. Pomeroy's gonna say. He's gonna tell you that I'm out of chances."

Baloo tilted his head at him, pondering the notion of how a kid who rarely got in trouble at school suddenly found himself out of chances. He had asked a dozen times the day before, hit a dozen metaphorical walls in response and wound up with a non-metaphorical headache to show for it, but now that they had slept on it, it was with equal parts reluctance and hope that he asked one more time.

"You gonna fill me in on what started it, now?"

Kit shook his head. "I feel like I don't even know anymore."

"Oh," frowned Baloo, his tone hushed.

"I don't _mean_ anything by it, Papa Bear. Honest. I just wanna drop it."

"But somethin' made ya lose yer cool. I just wanna help. Ya know?"

"I don't _need_ help. I got _cool_ to spare. I've always ―" He hesitated, as if he was catching himself before saying too much. "I'm tellin' you, it's really not a big deal. Can't you just trust me?"

"Sure I can, but..."

"But?"

"But... I don't get it."

Kit nodded, slowly, and looked low and away from Baloo. "I know."

Gently, Baloo raised his chin with his knuckle. "I always trust ya, partner. I just wanna know that you're okay."

"I'm okay."

Baloo clapped imaginary dust from his hands. "Well, then. That's that."

"Boy, this day's gonna stink," said Kit. "I gotta sit out for detention and you gotta sit out in Pomeroy's office."

"I guess we'd _both_ rather play hooky today."

Kit grinned. "You wanna?"

"Don't even think about it."

"Just kiddin'." Kit rolled off his bed and grabbed his hat off the bedpost. "I'm gonna go. You wanna walk there with me?"

"Nah, I gotta wait for Beck... I mean... I still gotta brush my teeth, an'..." Try as he did, Baloo wasn't quite quick enough after that hesitation.

"Wait for... Becky?" Kit was incredulous. That olive branch had withered awfully fast. "Miz Cunningham's gonna talk to _my_ principal about _me_?"

Despite their size difference, Kit's angry glare had Baloo feeling like was cornered.

"Uh, well, it's not like _that_," stammered Baloo. "I just thought, 'cause she knows about school-like things, and I... I... hey, don't get sore at _me_! _You_ started it!"

Kit pulled his cap over his hair and was done listening. "What, Wildcat's not goin', too? What about Louie? Wait, what about the _newspapers_? Has anyone called _them_?"

The sound of Kit's ranting trailed from the bedroom, until he was out the front door and gone. "If we hurry, we can make the afternoon edition! Extra, extra, read all about it! Kit Cloudkicker goes back to school, eats crow...!"

The door shut, leaving Baloo still sitting on Kit's bed. "Phew. He took that pretty good, I think."

* * *

Baloo had some fond memories of grade school, recess mostly, but none of them involved sitting in the principal's office. While Rebecca sat still and composed, Baloo fidgeted with his hat in his hands, shifted his weight uncomfortably every other second, and felt surrounded by volumes of big, thick, brainy books crowding the shelves on the walls. He imagined they were all full of big words and no pictures. The room smelled faintly of chalk dust and children's fear.

Principal Pomeroy rapped his fingers on his desk, incredulous. "Doesn't think he deserves detention? _That's_ a riot. After his outburst, he's lucky that's _all_ I gave him. And after what he pulled yesterday, he's lucky I'm letting him back in at all."

On the other side of the desk, Rebecca took the lead. "Could you tell us what started it?"

The principal shook his head. "All I know is that in arts and crafts last Friday, he flat-out refused to participate. When his teacher confronted him about it, he wouldn't talk to her. It was causing a scene in front of the other students. And when she persisted, he told her, as he so eloquently put it..."

"Go kick rocks," blurted Baloo.

Mr. Pomeroy _harumphed_. And this guy could harumph the hell out of a harumph. "Is that _all _he admitted to?" When he relayed them the phrase Kit had actually told his teacher, Baloo and Rebecca had not flinched in their seats so much since that night in the theater when they took the kids to see _The Creature from Planet X. _Pomeroy added, "We produce respectable, _respectful_, outstanding citizens in these academic halls. I won't tolerate _sass._"

"But Kit just doesn't act out like that," said Rebecca. "Something was bothering him."

"_That_ was obvious," said Mr. Pomeroy. "But I can't _make_ these kids talk... no, not like the good old days when I was a student. When I pressed him about it, he just sat there and wouldn't say a word. _More_ sass. Ah, wouldn't say a word until I told him he was going to apologize to his teacher in front of the class. _Then_ he spoke up, and I'm here to tell you, I _don't like_ being told to go soak my head!"

Baloo and Rebecca were knocked back in their chairs by that. "Well, believe me," said Rebecca, "we've tried to talk to him yesterday, but he hasn't given us a clue as to what may have happened. We'd like to get to the bottom of it."

The principal slid his chair to a file cabinet, took from it a yellow folder, and plopped it on top of his desk. "_I_ don't know what he was so upset about," he said. "Neither does his teacher. Look, I don't believe he's a bad apple. Even if he were, I'd consider some leeway given his unique living arrangements and certain... _challenges_."

"Challenges?" Rebecca's head was tilted at him. "Like what?"

"Let's see..." Pomeroy counted the words off on his fingers: "Irresponsibility, childishness, impudence, lethargy..."

Baloo leaned forward, bristling. "Hey! Them ten-dollar words don't add up to Kit."

"I was referring to _you_."

"Oh. Well." He put his back against the chair again. "_That's_ more like it."

"Don't take it lightly," warned Pomeroy. "Do you know how rare it is for me to pass by Kit and his friends not hear him bragging about his last great adventure with the best and bravest pilot in these skies? His words, mind you. To say he looks up to you is an understatement."

Baloo beamed proudly at that, though his grin slunk away as he realized that Pomeroy was not paying him a compliment.

"You're his hero. Children tend to imitate their heroes. It's up to you to realize the kind of burden that is."

"Aw, c'mon," chuckled Baloo, nervously and half-hardheartedly. His face flushed warmer than the sunbeam stretching across the room. "Kit's... I mean, ya got it wrong, see. The kid's got a head for doin' what's right. Heck, most of the time he tells me what _I_ oughtta do. I might cut a few corners here and there, but he doesn't take after me. Tell 'im, Becky."

'Becky,' however, was found not to be such a stalwart ally to that remark. She answered Baloo with a sidelong glance, frowning.

"Aww, c'mon," Baloo said, like a suspect pleading his case before a judge, the defense being it wasn't _that_ big a deal, was it? But then he suddenly heard Kit's words come back to haunt him: _Look at you! You're the best pilot in the world, and _you _didn't need school._

"Uh-oh," he muttered.

"To his credit, he came to me this morning and mumbled an apology," Pomeroy said. "So long as we don't have another episode, it's not his _behavior_ that's the urgent matter here. It's his attendance." He flipped the top side of the folder, revealing the stack of notes and grading documents inside. "I _ought_ to suspend him for what he did yesterday, but if I did, he'd be _done_, and would have to repeat the sixth grade next year. I'm going to cut him a break, but his walking out in front of all the other students exacerbates the issue at hand."

Baloo blinked. "He what, now?"

"Exacerbates the issue," Pomeroy repeated.

As Baloo silently repeated the syllables in his head, he was speechless, blushing fiercely, and just so utterly confused.

"He means it makes the issue worse," an embarrassed Rebecca explained, under her breath.

Mr. Pomeroy's finger drew over several red X'd out dates over a no-frills school-year calendar typed up on one page, going from the present to the beginning of the year. "He just missed a day last week, _three_ days last month..." As the principal read out a laundry list of dates going back since Kit first started Cape Suzette Elementary, Baloo started to interject, because, for one, he thought he was doing pretty darn good in the responsibility department by having his navigator stay home on jobs that were planned to go late on school nights; second, there was always a _reason_ if Kit missed a day; things _just happened_ sometimes when they went out of town. Unexpected things, they couldn't always make it back home in time. Like, having to stay three days in Spango-Pango for repairs after lighting fried both of the _Sea Duck_'s engines. Or, sitting the night in the cold, steel cells of the _Iron Vulture_ while mustering an escape plan. Baloo grimaced at one particularly long absence as cited in Pomeroy's calendar, that when the kid absconded to Thembria in hopes of flying in an airshow.

Baloo's memory of course couldn't account for every specific date the principal mentioned, but he was certain that they all of Kit's absences had a good excuse attached, all of them true, all on the up-and-up, but they were all stifled by guilt sinking sickly into his gut, hitting hardest when Mr. Pomeroy looked up from the folder, at him, with a stabbing, scolding stare over the rim of his glasses that was only befit a principal to an insolent student.

"I asked you to come in person so I could clearly make this point," said Mr. Pomeroy. "If Kit misses just one more day, for _any_ reason, I can't graduate him."

Baloo swallowed. The question he thought of earlier was how does a kid go from rarely getting into any trouble suddenly get on the verge of being expelled... the answer, as it came to him in sickly pangs, began with a _B_ and ended with an _oo_. Yeah, unexpected things happened. Actually, quite a lot. In hindsight, it occurred to him that too many times Kit could've just stayed home instead of risking his absence from school. They would've fought about it for awhile, but he wouldn't be sitting in a principal's office today.

"Just one more day?" asked Rebecca. "Not that he _would_ be absent, but it seems like short notice. If this was such a crucial issue, why didn't anyone receive notice prior to yesterday's incident?"

Sometimes Baloo didn't quite understand the way Rebecca talked, but boy, was he glad he brought her.

"I tried phoning you last week, couldn't get through," said Pomeroy. "And what about that letter you signed, Baloo?"

"Letter? What letter?"

"The one I sent home with Kit last month," scowled Pomeroy, newly incensed at Baloo's indicated ignorance. "The one that clearly _warned you_ about what we're talking about now. I assume you read it, since it had your signature when Kit brought it back."

Then Rebecca shared Pomeroy's accusing glare at the big bruin. "You signed it and didn't bother reading what it said?"

"N-now wait a minute!" Baloo had his arms up like he was bracing to get jumped from both of them. "I never signed nothin'! Honest! Kit never showed me any letter."

To that, Mr. Pomeroy flipped through more pages in the folder, and produced _Exhibit A_, the signed note. Baloo's real handwriting was hardly indistinguishable form grade-school printing, and his name was signed as sure as day, and it looked like his own. But when he read the note...

"Hey, I never saw this! I didn't write my name on it, either."

"Oh?" Pomeroy grimaced. "Gee, I wonder who signed it, then. That _might_ explain I could never get through to you on the phone."

Then, from the folder, Pomeroy presented _Exhibit B_, the home phone number on the student file for Cloudkicker, Kit, at Higher for Hire. Thick and bold penciled-in digits over two of the numbers showed signs of faded numbers behind them, erased. It was a small discrepancy, but if you called the number written on there, a jolly _hombre_ named Guillermo picked up and greeted you with a hearty, friendly _hola!_ Pomeroy wasn't done there. For _Exhibit C_, he had to open the bottom drawer of his desk, took a fat phonebook from it and laid it open immediately to the section under H, where a page had been ripped out right where Higher For Hire should have been listed. Pomeroy had recently spied a Higher For Hire flier posted on a fence and jotted the correct number down.

"I keep these files under lock and key. If I didn't know better, I'd say _someone_, at some point, stole in here and made sure I couldn't call his home. Maybe so no one from his school could call about any problems we might have?"

Rebecca half-laughed at the notion. "Oh, I don't think _Kit_ would go so far as to ―"

"Hey!" Baloo snapped his fingers, a bright idea suddenly bursting (once again, not literally) from within. "What about an equivy-lancy test? Like I did?"

"Doesn't work for twelve-year-olds," said Pomeroy. "_Children_ need to be in class."

"He won't _need_ an equivalency test," said Rebecca sternly, prodding Baloo with her elbow. "Mr. Pomeroy, I assure you, we'll make sure he doesn't miss another minute."

"Ya bet yer bloomers we will," nodded Baloo.

"Baloo..." cringed Rebecca.

"What?" He jerked his thumb at Pomeroy. "_His_ bloomers, not yours."

Pomeroy closed the folder and leaned toward Baloo, giving him that principal stare again. "Do you fully understand the gravity of the situation?"

"Ha! Yer talkin' _gravity_ to a pilot, teach," said Baloo. "I know _all_ about goodl ol' G-R-A-V-Y."

Pomeroy sighed tiredly. "You just spelled _gravy_."

"Oh." Baloo shrugged. "Same's true."

"If I may, what _started_ the issue last Friday?" asked Rebecca. "You said something in arts and crafts."

"There was nothing out of the ordinary," said Pomeroy, as he placed Kit's files back in the cabinet. "His teacher said he seemed fine before that."

"But what exactly was it that Kit refused to to?"

"He didn't want to do the assignment, and sat there with his arms folded. I think the class was making little gifts to take home. Cards, or something or other."

"Cards...?" Rebecca wasn't any less puzzled, trying to picture Kit in the classroom, and what could possibly make him get into such an argument with his ― then it struck her, so suddenly it made her flinch. "For Mother's Day?"

"Yes, that'd sound about right," said Pomeroy. He had fished a few more folders from the cabinet for his next order of business, and suddenly paused as he realized the meaning behind Rebecca's question. "Oh, boy," he groaned, cupping his forehead.

Baloo and Rebecca both took a moment to process it all; and when they did, the pieces falling in place like a jigsaw puzzle coming to completion, they shared a glance; both slouched in their seats like two slowly deflating balloons, and both muttered, "Oh, boy."

* * *

Dinner that evening was a quiet affair. They made pancakes, a big stack of them, a quick and easy favorite that for them was always good for any meal. Baloo would usually flip them high over his shoulder, and Kit would try to catch them on a plate, and in the end they would have to spend more time cleaning up the mess they made than they did cooking and eating.

Not tonight.

Before dinner, Baloo had sat Kit down at the table to talk about what Pomeroy had said about any more absences. 'We gotta make a promise, kiddo, you an' me,' he had said. 'We can't take no more chances on yer schoolin'.'

Kit scoffed at him at first. 'Is it _really _that big of a deal?' But then, to his surprise, Baloo grimaced like he was somehow physically wounded by the question.

'I guess I don't show it much, but… yeah. I sure think so.'

Well, Little Britches capitulated, made the promise, but he wasn't at all happy after that. The reason why had nothing to do with going to school, but everything to do with the awkward quiet that befell the room while they cooked. Papa Bear wouldn't have been so quiet and nervous all day if that was _all_ Pomeroy talked about. It took a lot to keep Baloo from chuckling and cracking jokes. Instead, he hummed a lot. Not the absent, jovial humming he did when a toe-tapping tune was stuck in his head, but deliberate, nonsensical melodies that only served to ward off a dreaded silence from lingering in the room.

That's how Kit knew _they _knew, that Pomeroy had turned their little meeting into the Higher for Hire Detective Agency, huddling together and piecing all the clues until they finally cracked the case of the pathetic orphan boy without a mommy.

For Baloo's part, he wanted to say something. He felt like he should; something meaningful, something comforting, or simply _something_... but his thoughts were jumbled and words were tied on his tongue. Becky could come up with the right words, he thought, but her wisdom was that she should take a step back. She assured Baloo that he would know what to say when the time was right, but he didn't. It made him feel guilty, just another way he had let the kid down.

As they sat at the table, taking quiet bites from their plates, Baloo tried to stir some cheerful chatter, but it was idle at best. "So. The Socks are doin' pretty good so far, huh?"

Kit nodded. "Yeah. We should catch a game soon."

"Hey, good idea. Yeah, we'll catch a game real soon. That's what we'll do. Yep."

Already Baloo was out of conversation topics. But he was also suddenly aware that it was good manners not to talk with your mouth full, so he next bite was a big one, and he chewed _slowly_.

"Good flapjacks tonight," piped Kit.

"Yep! Yep. Good stuff."

Just as quick, it was silent again in the room, quiet enough to hear the crickets chirp from outside. The silence was broken with a _clank _when Kit speared his fork into the middle of his pancakes and left it there, upright. "Stop it," he said.

And Baloo did, his fork, full of pancake and dripping with syrup, frozen just before his open mouth. "Huh?"

"Stop feelin' _sorry_ for me."

Baloo recoiled with feigned indignation. "Huh? I wasn't. I was _thinkin_'. Heh, and chewin'. Ya know I can't do both.

"But you're thinkin' about me and that stupid Mother's Day card. Jeez, I wish I woulda just did it and gotten it over with. Now you're thinkin' I'm some sad little orphan baby who misses his mom. This is _exactly_ why I didn't wanna talk about it."

"Whoa, ya got it all wrong, kiddo. I wasn't thinkin' that at all. Cross my heart!"

"Oh yeah? Then what's with all the quiet, huh?"

"I wasn't... I mean, what I was thinkin' about was... somethin' I don't know if I can explain it good." Baloo bit the pancake from his fork and swallowed. "Believe it or not, I've been thinkin' about me."

"Sure," scoffed Kit.

"No, honest. I was thinkin', well, when I quit school, ya know I _had _to, right? I had to get a job to help put food on the table. Before I knew it, I was just too old to just start it up again. Sometimes, when I was growin' up, people would think I was so dumb that I wouldn'ta passed anyway, and it'd hurt my feelin's some. Then some people would say I let myself down 'cause of what I did, and I wished I coulda proved 'em wrong, 'cause I knew I did what I _had _to do. Sometimes I'd get real angry about it… or just plain ol' down in the dumps. That's when I'd hafta remind myself, 'hey, I know what _I_ know, and no one else does.' I mean, no one else knew what it was like to be _me, _and no one else coulda made them choices, and no one else had a right to tell me how to feel about 'em.

"Guess what I'm tryin' to say is, there's only one person who knows what it's like to be Kit Cloudkicker. Yer the only one who's ever walked yer own footsteps. And there's certain things about you bein' _you_ that people are gonna tell ya how yer s'posed to feel about 'em, but they can't. Not yer teacher, not Becky, an' not this ol' bear. Whatever ya _do_ feel, well, ya don't hafta answer that to nobody."

All the while, Kit slouched over the table, staring at nothing through the window over the sink, with an blank expression Baloo could only regard as a real poker-face, showing nothing one way or the other. No reaction, no inclination that anything he just said made any sense. Baloo felt terribly embarrassed, warm face and all. That's what you get, thought he of himself, when you think that anything you can say would be helpful. Maybe he should just learn to keep his yap shut. He looked down at his plate, suddenly not so hungry anymore.

Kit got out of his seat and took his plate to the sink, scraping the scraps in the trash. On his way passing the table again, though, like a magnet to iron, he clasped his arms around Papa Bear and squeezed. "You're _not_ dumb," he said. "If anyone ever calls you that, I'll bust their lip."

"Aw, don't you worry about me." Winking, Baloo tightened a fist, displaying his knuckles. "There was plenty of lip bustin' goin' on in my day."

Kit slid away from him, shaking his head. "Just so you know, I don't think about my folks. I don't know anything about 'em and I honestly don't care. I'm _used_ to it. That whole thing at school…" He hesitates to say more, and was on the verge of saying _meh, forget it_, but even as he walked away his hand absently anchored him, sliding across the edge of the table until it had turned him toward his seat again. He sat down, shrugging. "I thought about maybe makin' something for Miz Cunningham, you know, Happy Boss-Lady Day, like how we got her those flowers, maybe we'd all sign it. I started to write it out, and it just _hit_ me, Baloo. It sucker-punched me outta nowhere, that whoever my mother was, I _don't_ wish her a happy Mother's Day. The only thing is, I just don't want you and Rebecca to think that not havin' folks matters to me. It doesn't."

"It's okay if it doesn't, Lil' Britches. But it's okay if it does, too."

Kit was looking down at his lap, his face had darkened with a scowl, staring at his fidgeting, wringing fingers. "Yeah, it's _not_ okay. It shouldn't _ever_ matter. I _hate_ that it made me lose my temper with my teacher. I coulda even just made some dumb ok' card and tossed it later. It didn't have to be anything. Everyone else was making theirs no problem, and I couldn't even think straight. Just _me_, just the _orphan_. I couldn't stand bein' in that classroom. It wasn't anyone's fault, it was just ― my folks don't _deserve_ to make me feel mad, or sad, or... anything!" He stopped talking and cringed at himself, embarrassingly aware that he was letting it happen again in front of Baloo, that he was getting riled.

Watching the kid in the silent moment that ensued, Baloo was shameful that he couldn't come up with some offering of comfort. The subject traipsed into some unfamiliar territory between the two of them; saying some semblance of _it's okay_ seemed not nearly good enough. Behind his carefully still, statuesque posture, under the hood so to speak, he was doing all he could to just _try_ to keep from frowning, or worse yet choking up — the kid was pretty clear about not wanting any pity — if it was only that easy. It seemed to him that Kit wanted to yet get something off his chest, and was struggling how he wanted to say it. Baloo just waited on him, and listened.

"When I thought about what to write on that card, and I thought about my mother... I wanted to write that..." Kit turned his head, ashamed.

_Well, Cloudkicker, you let your mouth run on autopilot this far. Might as well bring her in for the landing._

"I wanted to write... that I hope she's dead". He slouched over and rested his forehead on the edge of the table. "And it's the truth. I hope she's _dead_. I don't really wish anything _bad_ happened to her, but... I know it's awful to say, but I really hope my folks are both gone.

"'Cause, or else, they just didn't want me."

There. He said it. He was embarrassed as hell, but the words were out there, now. After a moment, though, he raised his head with a certain bit of pride, a gladness that for all the emotion he had felt, he also felt perfectly calm. He felt okay. It didn't get to him. After all, he was better than that, so he thought, stronger than that.

The same couldn't be said for the sight at the other side of the table. Baloo was trying to act all stoic, but not doing a particularly good job where it came to his deep, sad grimace and ruddy eyes.

"Aw, Baloo." Kit half-hardheartedly smiled and chuckled at the beyond-dismal mood he had just darkened the room with. "Hey, you wanted to know what started it, right?"

"I… guess so," mumbled Baloo.

"Listen, I'm _okay_, okay? But tellin' my teacher or Mr. Pomeroy any of that? No thanks. It's nobody's business. I just wanted to be left alone about it, but then everybody just piled on. Look, just don't go around feelin' sorry for me, okay?" For lack of an immediate reply, he asked again, more like demanded: "Oh-_kay?_"

"You got it." Baloo grinned, weakly, and winked at him.

"Great. So, now what?"

"Now ya stick with it until ya graduate. Ha, I mean to tell ya, yer gonna more smarts than yer gonna know what to do with. It's a big step, ya know. One quick summer and yer on yer way up to _junior high_."

Unfortunately, Baloo's attempt at enthusiasm was hardly contagious. It seemed more like to spread nausea instead. "Ugh," groaned Kit. "Yeah, whoopee. I hope the summer's not _that_ quick. I'm gonna go listen to Space Riders."

While Kit turned on the radio in the other room, Baloo finished his last scraps of pancakes and licked the maple syrup clean from the plate, as he liked to do. It was in mid-lick that it hit him ― Kit had mentioned the phrase' sucker punch' a minute ago, and that wasn't unlike what he felt right then. He suddenly thought about Kit on his way to junior high. As in, junior high _already_. Why, it still seemed less than a blink ago that the kid had crashed through Louie's front door and knocked him over on his bongos. Where had the time gone? The kid would be getting up there in his schooling, and then in a few years he'd be getting his own pilot's license, and then _after that_...

Baloo set his plate on the table, but absently held it sideways between his hands, like a steering wheel. The _Sea Duck_'s yoke. His fanny might have been sitting in the kitchen, but his mind was on a long flight, on a cold night, in a quiet and lonely cockpit.

Now that he thought of it, he was hoping the summer wouldn't go by that quick, either.

* * *

Life had come back to a measure of normalcy by the time Kit reached his one-week anniversary of not getting into further trouble at school. He was pretty sure he had white lungs after clapping so many erasers every day after class. That, and if he had scrubbed any more desks and chalkboards to a shine he could probably sue to be put on the custodian payroll.

The weekend was a welcome break, where on Saturday Baloo took him to Louie's for a tongue-in-cheek celebration with all the banana splits he could eat. In chuckles, word spread through the place about this… shall we call it a special occasion… and soon enough the room was rambunctious with pilots chiming in their support for the kid, with pats on the shoulder and reminiscing with him and each other about things like gym class, awful report cards, lunch pail robberies, teachers who they were sure kept black cats and boiled potions in cauldrons at night, and overall just being happy to never need to open another schoolbook again as long as they lived. At one point the entire room broke into song, followed by roaring applause:

_Row, row, row yer boat_

_Gently down the stream,_

_Throw yer teacher overboard_

_An' listen to 'er scream!_

Elsewhere in the goings on of the world, there was an apparent uproar in the arts community, when the Sunday morning newspapers broke a story concerning the very famous painting _Moaning Lisa_, which had been displayed in a museum with a name so French that the newspaper could have just called it _Hinky Dinky Parlez Vous_ and no one in Cape Suzette would've missed a beat_. _The painting had been suddenly purchased by an anonymous collector, for an undisclosed but suspected staggering fortune. The story received an upgrade in the newspapers, too; instead of page three or four, it made it all the way to the bottom of page two, under a provocative editorial piece that argued for safety belts on public commodes (the article urged citizens to not take the issue sitting down).

Coincidentally, speaking of paintings, the following Monday morning Rebecca received a phone call directly from Mrs. Hayworth, Art Aficionado (this was actually typed up on her calling card. Yes, she did calling cards. Art people, right?). She needed a painting shipped to Thembria that afternoon, as in the truck was already en route to Higher for Hire, and a painting from Major Boarus was to be brought back to Cape Suzette. Rebecca began to utter a polite protest, as Baloo was already booked for another job that day, but that job was found to be remarkably easy to reschedule once Mrs. Hayworth counted off the number of zeroes on the sum of the check. Also, conveniently, she had also already acquired a hard-to-get new Thembrian commercial passport in Higher for Hire's name, which would be issued with the cargo. Who knew that these art collectors were so savvy on the geopolitical front?

Dragging his feet, Kit had just arrived home from school shortly after the truck pulled up to Higher for Hire. The oblong crate being transferred to the _Sea Duck_, for one painting, was considerably large, and being handled by the two gents in jumpsuits with a tremendous amount of caution. The lady in the blue limousine was there, too, issuing a check to one very pleased Miz Cunningham. Kit put his books away and hurried to meet Baloo on the dock.

"Heya, Skipper. Where we goin'?"

Baloo had just stepped out of the plane, having helped tie the crate down. The sheepish way he smiled to Kit read that something wasn't right.

"Aw, just some more artsy stuff to Thembria," said Baloo uneasily. "Just a borin' ol' stretch. Nothin' nobody would miss."

Kit's eyes narrowed at him, for he knew what Baloo was getting at, but pretended not to take the hint and checked his watch. "Wow. Gonna be an all-nighter." He was about to climb into the cockpit when Baloo, with a heavy sigh, stopped him with a hand on the shoulder. "C'mon, Baloo, I need some altitude. It's been a long day. I'm goin' with."

"It's gonna be too far and too long for a school night," said Baloo. "We've been all over this, too many times already. We gotta be _careful _'bout this stuff from now on."

"We'll be back _hours_ before school starts."

"But not before ya can get some decent sleep."

"So, I'll sleep in the plane if I get tired. I _promise_ I won't miss class."

"What about homework?"

Kit rolled his eyes to the blue heavens. "Aw! Stop bein' such a fuss-bucket!" Obstinately, he shrugged away from Baloo, jumped in the plane, and in seconds was buckled into the navigator's seat. "You're wastin' time arguing about it. The sooner you start flying, the sooner we'll be back." Then, all he could do was wait for Baloo to make his move, but just in case, he was quick to grab his maps and tools from the glove box and pile them on his lap, as if hoping now, as a last resort, it would be too much of a hassle on Baloo's part to hoist him out.

Mulling it over, Baloo tiredly leaned his arm against the _Sea Duck_, gazing into the strip of seawater between the plane and the dock. He glanced back at Rebecca, who was entirely occupied in schmoozing her client. He had one brow cocked at the kid as he raised his head. "Ya _promise_?"

"Oh, jeez." Kit crossed his heart in a solemn oath. "Promise."

There was a shadow of reluctance in Baloo's grin, but more so it shone with mirth. "All right, hot shot. Pre-flight checks, stat."

"Roger that!"


	3. Chapter 3

Baloo had the right of it about their stretch of flight being uneventful. Lush archipelagos and shining blue ocean below them gradually gave way to overcast and a great, infinite-looking expanse of choppy gray water. Kit got in a brisk surf on his airfoil; the temperature grew ever cooler in the latitudes they were headed, and he was chilled to the bone by the time he took his seat again, yelping and giggling when he slid his icy-cold airfoil back into his sweater. Baloo shook his head at him and said nothing.

Their destination came to view in the form of a horizon filled with a white-capped continent, sandwiched between a mirror-like gray sky and gray sea. They were summarily notified over the radio that they were entering Thembrian airspace, to land for inspection or be shot, the same old routine. Also routine was the delay after landing for such an inspection. Except…

It wasn't like the last time, when the blue, hog-faced customs officers with rifles slung over their shoulders kept looking over their passport like it had been issued by the Martian embassy. This time, the passport was accepted without fuss. It was expected. But apparently, being _so _expected brought about its own suspicion with these guys. Or maybe they were just pouting over not being able to proceed with the habitual hustles and delays. In any event, the _Sea Duck_'s flight crew received from them nothing but malicious stares. Them, and the crate they were delivering.

They were met at the snow-laden airfield by a tank-like limousine, which had extra-big tires for treading snow and ice. The custom officers shook their heads at this, too, for their foreign visitors and cargo were to receive a personal, armored escort to their destination. This was quite preposterous, not at all aligned with the Thembrain Way, but alas… Major Boarus outranked them all, and it was his order. They loaded the crate into the back seat, snarling (or maybe that was just their tusks), and even then there was plenty of room inside to fit passengers. Baloo and Kit were apprehensive about getting inside the vehicle… it just seemed too conspicuously _la-dee-da_ for the way Thembria treated the likes of outsiders. Still, they got inside, where it wasn't much warmer than the icy air outside, but the red, velvet upholstery was at least easy on the rump.

They were driven along a frosty path that ascended and followed a white mountain ridge, where at the end, at a peak, was the state residence of Major Boarus. It was frost-laden, large bricks glistening, gray as gloom and castle-like, with towering turrets on its corners, which gave it a sense that it was much older than the usual monolithic, blandly efficient Thembrian architecture. On its top there were countless arrays of steel antenna towers and radar dishes, a chaotic, towering spire of electronic communications tangled together in webs of black cables.

The limousine slowed to a bumpy halt in front of the building's giant front doors, in a path dug out from the snow, and there were no officers or guards to lend a hand with the cargo this time. Baloo and Kit shrugged at each other, supposing that was there cue to get out. But just so there was no confusion, the driver, who they could not see, called back at them through a small window separating the front and back: "Get out."

"Yeesh," they muttered. The vehicle's iron-clad side door was heavy and creaked as they opened it, and just as they did, so cracked open the front doors of the building, a set of big double-doors that went nearly as high as the building itself. A blue head peered out, then the rest of him burst (once again, not literally) onto the stoop. "Is that it?" he asked eagerly, dark blue eyes fixated on the crate, in a smooth, tender voice that rather betrayed his gruff, war-weathered appearance, for at a cursory glance he looked about as grunt as grunt could be.

He was a stout, muscular blue hog with fat tusks, a neck almost the same girth as his chest, and a wart under his bottom lip. He had not the standard red, officer's uniform donned, but a raggedy t-shirt and a paint splattered smock ― a tiny speck of vivid color in the overbearing, delolate permafrost. His big, hairy feet moved light and quickly over the stoop and down its steps; somehow it seemed like he could tip-toe laps around the edge of a landmine without much to worry about. "Please, please!" said he. "Bring it inside! Careful now!"

So Baloo and Kit went to do, or at least they gave it their best shot…

― _a little to the left, no right, right! The other left! ― No, back it up a little! ― Wait, set it down a sec ― *thump* Ow! My fingers! ― Oops, move the end up that way ― Time out, dropped my hat ―_

...and so on, cracking the corners of the big, oblong crate against the vehicle's door jamb as they maneuvered it out. Major Boarus let out a horrified squeal and rushed to assist, and, to pilot and navigator's surprise, snatched up the entire crate over his head, balanced upon one hand with the grace of an incredibly talented food server. Baloo and Kit stepped back, watching his feet move swiftly from under the crate's shadow. "Door please!" he called out.

They had to hustle to beat him to the stoop, and pulled the massive metal doors apart (with a lot of straining… they were heavy!). Afterward, they followed the hog inside, where a strong smells of paint and burning coal plunged into their nostrils.

Compared to the endless vistas of frost, it was like walking into a different world, a world of color. The hall was cavernous and warm, and it would seem everywhere you looked, be it hanging on a wall or set upon on a disarrayed easel, was a painting: a _babushka _here, a group of coal miners there, a powerfully golden sunset over a bleak frozen lake, Mr and Mrs High Marshal, a lovely and lush garden under a giant oak, rose bushes, an spotted octopus in sapphire water, these were just a few of them. Within the boundaries of the room, where there wasn't a painting, there was related clutter: buckets of paints, tripods, blank and unfinished canvases, and the like.

Behind all of it, on the far end of the room, is where all the cables from the roof were streaming down, connecting by the dozen to a large chassis that was humming with electric power. It had a console with radar screens, ticker tapes, several sets of headphones, telephones, radios, globes, maps, piles of notes, switches, flashing buttons, all that did… well, whatever the hell Major Boarus _did _for the Thembrian army. It looked mighty technical.

While Baloo and Kit glanced around, Boarus set the crate down, long end up, against a pillar and eagerly pulled the nailed-together front side off with his bare hands. Straw filler tumbled out onto the floor, and what was left inside was a canvas wrapped in a sheet of white paper, which was promptly torn apart, revealing ― Major Boarus was breathless ― the most famous piece of art in the world.

Tears of mirth streamed down his fuzzy blue cheeks. "The Moaning Lisa… oh!" He fell to his knees, arms outstretched. Baloo and Kit looked over his shoulder, not quite as fascinated (read: not having a clue). "To finally behold it! To gaze upon it! To contemplate the questions that have been asked for centuries! Like… _why _is she moaning?"

"Maybe she's sore from sittin' on that stool for so long," quipped Baloo, under his breath. Then he felt Kit jabbing him in the flank to get his attention.

"Baloo, lookit that one," the kid whispered. He was pointing to a particularly _wide _portrait hanging on the stone wall, wider than it was tall, and it was a full-body portrait of a certain Thembrain standing up. "Isn't that…?"

"Oh… my…" mumbled Baloo. The _High Marshal _was the name they were thinking of, matching that face, but… wearing a dress? Now there was an image destined to be described to a therapist one day.

"Ah, do you like that one?" asked Boarus. He was quick to stand next to them to join in on their… admiration. "That's my darling wife, Penelope." He batted his eyes and made smooching noises at it. "My little snowflakey-pooh."

The bears traded glances, knowingly thinking the same word: _avalanchey-pooh_.

"I'm sorry you can't meet her," said Boarus. "I'm afraid she's off visiting her mother. Now then, I shan't delay you. Please, if you'd come this way, I'll show you to your package. Why, I just finished it!" Through a seeming maze of easels, Major Boarus led them to a particular painting that was in an oblong crate not unlike the one Baloo and Kit had just delivered. There, also, on a small table was a curious set of beakers, a burner and flasks, with a clear fluid dripping into a pan, on the lip of which a fine-tipped paint brush was laid. Apparently the major dabbled in a bit of chemistry, too. And get this little gem of what must have been something to do with Thembrian culture: there was a lamp by this table with a bare bulb, and not only was it unlit, it was _black_. Generally you'd expect to see the glass of a light bulb to be clear, or at least a translucent white, and on some occasion maybe colored bulbs, like the small ones that get put on Christmas trees. But a _black _light bulb? Did that get turned on when the room was too bright?

The front side of the crate had not yet been nailed on and rested against the wall, and the painting inside was still glistening with wet oils.

The painting was of a rock.

Not a big rock, nor a colorful rock, nor a rock of any remarkable features, really. Just a rock, on a bed of snow.

"I call it, _Rosetta's Stone_," said Boarus, bristling with pride, and just a hint of apprehensiveness as he gazed upon his work. Then he aimed that apprehensive look at Baloo. "It's of the utmost importance that this piece arrive at its destination."

"Yeah, sure, buddy," said Baloo. "We know the drill ― oof!" The major had suddenly grabbed Baloo by the shirt collar and brought him down to tusk level.

"Just in case you're not attentively listening," said Boarus. "It _must_ get directly to Mrs. Hayworth, in person. If anyone else should arrive to claim possession, do not surrender it at any cost. _Any _cost."

"Okay, okay," scoffed Baloo.

"Who else would _want _it?" blurted bewildered Kit, who didn't mean to say that out loud. He was instantly embarrassed, furthermore for the look Major Boarus shot at him. "I mean, uh… not that it's not a _nice _painting, I guess."

But then the major smiled. "Ah, but you are correct, young man. No one else would want it. Why, no one else has even heard of it. There is absolutely, positively, certainly, assuredly, indubitably, _nothing _to worry about!"

Kit took another look at the painting, a good look. It was just a gray rock and some snow, as boring as it comes. It was brimming with absolute ordinariness. Somehow, now, _too _ordinary to be ordinary, especially compared to the dozens of other paintings composed by Bourus.

_There's something to worry about,_ he thought. It was just one of those intuitions. After all, he had been complicit in so many schemes already in his life that he just felt some uneasy sensation that he was part of one now. He wondered if Baloo was sensing the same thing, but apparent by Papa Bear's tired, let's-get-this-doggone-trip-over-with-already expression, he wasn't. Kit would be keeping his eyes and ears on alert for the both of them, _again_, a thought that made him smirk at Baloo.

"What?" Baloo asked him.

"Oh, nothin'."

From _somewhere _about his smock, Major Boarus produced a hammer and a handful of nails. He went to quick work at nailing shut the last side of the crate. He was done in but a moment, and from there Baloo and Kit took an end and began carrying the crate out. About half way over the floor, Baloo inadvertently hip-checked a particular painting on an easel, knocking it over. Major Boarus shrieked an _oink!_ and ran like a bullet to make a diving catch before the painting hit the floor, throwing his entire body under it.

"Whoa, really sorry 'bout that," said Baloo. He and Kit set the crate down so they could assist him. The painting was a large one, its width longer than Baloo was tall.

Major Boarus let out _phew!_ as they set it back steady on its easel. He had actually broken into a sweat. "Goodness, this one is my personal favorite, you see, of anything I've ever made. I took it from the wall for a quick touch-up. It was careless of me not to have guided you around it." Once the picture was gingerly set back in place, he began giving it a close inspection for damage. He wasn't the only one eyeing it over, either.

Baloo became transfixed on it. Why? He wasn't quite sure. It was almost like a sense of deja vu, expect not so typically… he had certainly never seen or experienced this image before, so why did it suddenly sink into his gut that he had been there? The painting, you see, was of the inside a Thembrian hovel, the kind that looked like everything ― beds, stove, et cetera ― was but a single room. The focus was a family of three sitting at a small, square table, eating their gruel. They were very solemn. The father, on the left, slouched with hard, creased face; the mother, in the middle, morosely slurped from her spoon, and to the right was a young boy with a ragged doll in his lap. The boy was looking, sadly, at the unoccupied fourth side of the table, conspicuous by its emptiness whereas the other three sides had bowls and flatware… and a chair was vacant. Someone was missing.

Well, this was a first, thought Kit, noting how Baloo was getting downright quiet and contemplative at this artsy stuff. Himself, he didn't get it. What this place could _really _use was a picture of an airplane or two to liven things up.

"So… what's it about?" asked Baloo.

"An image from my childhood home," explained Major Boarus. "I lost my brother, in brave and noble service, during the Great War, when I was hardly old enough to know what it meant. But this, this table, I remember well. We sat down as a family every day, after all, the four of us, for my entire life, and then, one day, his chair was empty. Every day following, empty. It seemed wrong, out of place. It's how my young mind realized that part my life was was over, and that part replaced with a feeling of emptiness. I do still miss him, dearly."

"Oh. I, uh, sure am sorry to hear," said Baloo.

Kit felt Baloo's hand absently wrapped over his shoulder and squeeze. It was kind of confusing; Baloo wasn't acting all that Baloo-ish all of the sudden. Sure, it was a sad little story, but for a family they didn't even know, did it ever make Baloo frown. "Papa Bear? You all right?"

Baloo's hand went from shoulder to ballcap, and tussled it playfully. "C'mon, kiddo. Gotta get back home before too long."

* * *

The _Sea Duck_ departed darkening Thembria, and, once reaching altitude above the relentless overcast, a golden sunset was over Kit's right shoulder. On the pilot's side, the farthest edge of the eastern horizon had become dark blue, showing just the faintest, twinkling hint of the night's first few stars. All in all, they were considerably ahead as far as how long a round trip to Thembria usually took.

Kit didn't have much to do as far as official navigator business went; Baloo knew the heading home. It was pretty much routine at this point. Still, he was keeping occupied, at least in thought. He had inwardly been working on a mystery, but not coming up with a lot of clues. Baloo, meanwhile, was oddly quiet since leaving Boarus' residence.

"I think Miz Cunningham owes you an apology," Kit told him.

"Huh?"

"She said you'd never understand art, ya know, like thinkin' about it and stuff. But you really felt _sad _for that one picture, didn't you?" This observation, which took Baloo by surprise, made him squirm in his seat a bit. Kit snickered at him, and pantomimed holding a monocle to his eye. "Gee, I guess no more Louie's on the weekends. Now we're gonna get _fancy _and go to art shows, and collect vases and sculptures and ―"

"Aw, knock it off, wiseguy," said Baloo, waving him off.

"I'm just teasin'," grinned Kit. "So, give then. What's with the deep thoughts?"

Baloo's shoulders bobbed up in a big shrug. "Just got me thinkin', I guess, how it's funny sometimes, the way things come 'n' go. When I think, why, just only a year ago, the _Duck _was all mine, had by own business, was runnin' life my own way, an' thinkin' I had it made in the shade. Just me an' my baby here." He patted his hand lovingly on the _Sea Duck_'s dash. "Huh, then I blink, an' that's all gone. Everything changed."

Kit didn't know what to make of his meaning. "In a… _good _way, right?"

"Aw, I didn't mean it any other way. I mean, I still wanna buy this ol' gal back from Becky one day, an' sometimes I think it can't happen quick enough." There was a twinkle in his eye as he looked sidelong at Kit. "But… ya know, I kinda _like _the way things are."

The kid smiled a smug, wide grin that could've rivaled one from Don Karnage. "Well, I _am _pretty great to have around." He thought he'd get a laugh out of Baloo, but the other was staring out the windshield stoically.

"Always changes, though, don't it," Baloo muttered.

Kit didn't know quite what to reply to that, if anything. These were some pretty deep thoughts suddenly coming from a guy whose typical mental quandaries were things like…. like, for instance… well, damn. Nothing came to mind at the moment. So he changed the subject.

"So, whaddaya think's up with our cargo?" he asked Baloo.

"Up?"

"Yeah. You don't get that feeling?"

"Feelin'? Come to think of it…" Baloo rapped on his belly with his fist. "The only thing I'm feelin' right now is that baloney sandwich from the other day. Ugh." At least, he _thought _it was baloney, but it could have been tuna or potato salad, or turkey or peanut butter; at some point between staleness and total petrification, it gets a bit ambiguous. When he discovered the old sandwich in groove of his easy chair in Higher for Hire (lucky day!), he didn't think he'd still be washing it down two days after the fact. So, with it seeming to want to crawl back up his pipe, he reached up to an overhead compartment ― the ol' soda bottle reserve ― and grabbed the two colas within. He tossed one to Kit before twisting the cap from his.

"Don't ya think it's weird what the Thembrian was sayin' about getting this painting to that Mrs. Hayworth lady?" asked Kit. " And what about how we've been bustin' our humps on a minute's notice for these deliveries back-and-forth?"

"Well, weird's the word," said Baloo, between soda chugs, "but ya gotta remember one thing."

"Yeah…?"

"Heh, nobody's sayin' that these _artsy _folks are playin' cards with a full deck, if ya know what I mean."

Kit chuckled. "You mean they might have a few cracks in their fuselage?"

"Or maybe a few gears loose in their engines?"

"A few holes in their ailerons?"

"Ha! A few flats on their landin' ― whoa!" They both yelped when the _Sea Duck_ was suddenly buzzed by another airplane. They didn't see the culprit in the twilight, but they sure heard and felt it, close enough that the other pilot's propeller could've given them a haircut.

"What was _that?_" cried Kit.

"Some knuckle-head's out there tryin' to get us killed," seethed Baloo. "Or worse, spill my drink! Where's he at? You see him?"

Kit had to roll down his side window to check, and poked his head out of the plane, looking toward the tail. "Oh, wow," he said, and as he turned back to Baloo, reported, "It's some old Fokker!"

In one big, wet and fizzy sputter, Baloo's soda was all over the windshield. "Kit!" he coughed.

"What?"

When he could breathe again, Baloo pointed to the back of the plane, and had the most petrified and scandalized glare he had ever cast on the boy. "Go find some soap and wash yer mouth out!"

"Soap...? Huh?"

"Where'd you pick up a word like that?"

"A word like...? Oh my gosh, really? _Fokker_, Baloo. Fok-ker."

Baloo shrieked! "Stop sayin' that!"

"It's the name of a plane!" exclaimed Kit, throwing his arms in the air. "As in, the classic Houn fighter? The Great War?"

"Oh," muttered Baloo, blinking. He smeared away a glob of cola fizz from his shirt. "Well _I_ knew that. What's he doin'?"

Kit took another look. "He's... _flying circles_ around us. Now he's right on our tail! Evasive, Baloo, he's got guns!"

At that moment, the radio clicked to life with the hiss of static. The voice on the speaker had a thick Houn accent. '_Guten Tag, Cape Schuzette. Do not vorry. If I vanted to schoot you, you vould be schot.'_

Baloo picked up the mic and snarled into it. "Tootin' bags yerself, buddy. Now _back off_. Yer closer to my backside than my seat cushion."

The Houn replied, '_Cape Schuzette, you vill maintain current course and airshpeed. Preparen sie to be boarded!'_

"Boarded?" wondered Baloo. "What kind of pirate does this guy think he is?"

Suddenly there was a thunderous roar, an entire squadron of fighter planes bulleted past the _Sea Duck_. They were Houns, telltale by the 'H' emblem on their tails. Unlike the Fokker, these were not the venerable planes of yesteryear, but the newest generation of warbirds, sleak, fast, and viciously armed.

Kit was gripping the arms of his seat, and saw more trouble incoming. "Cripes! Three o'clock! We got zeppelins! They're Houns, too!"

"I see 'em. Got 'em on _my_ side, too. It's a whole army!"

More fighter planes pulled up to the _Sea Duck_'s wings. The pilots, behind their dark goggles and leather helmets, watched the _Sea Duck_ intently from the bubble of their glass cockpit canopy.

"What's happening? Papa Bear!"

"I don't know! Hold tight, I'm gonna lose these guys!"

But before Baloo could even act on an evasive maneuver, a particularly large plane lowered itself in front of the _Sea Duck_'s nose. This plane had a tail gunner turret, and it was aimed square at Baloo's face. Now, Baloo was rather fond of his face and keeping it attached to the rest of his person, so, staring down the hollow barrels of the turret, his tight grip on the yoke let up.

"Holy smokes," said Kit, wide-eyed at the large plane. "It's a Pinscher Pincher!"

"A… a…" _A what?!_ Is what Baloo was trying to yammer, but the reason the plane had its name as such became much more apparent when a huge grappling claw, dragged from its belly, snagged the _Sea Duck_'s nose, biting holes into it.

The Houn on the radio then said, '_Schtop your engines, Cape Schuzette, and loweren sie das veels. You vill follow the airplane with the big gun pointed at you. You schee it, ja?'_

"What're we gonna do?" asked Kit.

Baloo, gulping, cut the throttle and dropped the landing gear, effectively letting the Pincher tow them along. "Gonna follow the plane with the big gun pointed at us."

They were diverted toward the west, where beyond a patch of clouds there loomed an an _immense _zeppelin, a massive silhouette blocking the setting sun, and with the sun behind it this shadowy shape was glistening with a golden aura around its edges, the sunset reflected by the scale-like plates of steel armor it had from nose to tail. Its flanks bristled with artillery turrets, dozens lined up in rows on each side. The giant airship was turning toward their approach, revealing a wide maw of a tunnel under its nose; there was a runway inside. At that point there was no confusion over where they intended to land the _Sea Duck_.

"Baloo…" Kit croaked worriedly.

"S'okay, Lil' Britches," said Baloo, trying to choke down his own apprehensiveness. "They got some sorta mix-up goin' on. What could _these _guys ever want with us?"

"We're gonna find out real quick," mumbled Kit. He leaned forward in his seat, watching the nose of the zeppelin zip by overhead, and then looking straight forward into the tunnel they were being towed into, which was a hangar not unlike what he was so familiar with inside the _Iron Vulture_, except this one was much longer, had a landing strip in the middle, and opened to both the front and the back. The claw from the Pincher let loose its grip and reeled the instant the _Sea Duck_ was inside the threshold; the prior plane sped through the tunnel and out the other end, while the _Duck _skidded on the landing strip. It was brought to an arrested halt by wires, strewn across the strip, that snagged onto the undercarriage.

The stop was so sudden that both pilot and navigator were heaved forward over the dash; Baloo let out a loud, pained _oof!_ as the yoke damn near impaled him, his cap falling off, and Kit yelped when his forehead went _clack _against the windshield. The sound made Baloo instantly sick in his gut, the type of sick married to a sudden fear and worry that gosh darnit he just couldn't help. He lunged over and pulled Kit back into his seat.

"Kit! You okay?"

"Ow, I'm fine," said Kit, wincing. "That's gonna be a bump. Are _you _okay? That sounded like it hur―"

"Now _why _weren't you strapped in?" snapped Baloo. With a big, dark scowl, he was pointing to the side of the seat, where the safety strap was unbuckled and dangling.

Kit shrank back at his angry glare, stammering, "Well, I… gee, I didn't…" But then he noticed a certain safety strap also dangling from the side of the pilot's seat. At that, he sprang forward against the arm of his chair, pointing and mirroring Baloo's expression bit for bit. "Why weren't _you?_"

Recoiling in the sudden shift of blame, now Baloo was the guilty one left stammering for an excuse. "Who, me? I mean… I wear it lots, it's not like I… I… Look, it's not so important for me," he insisted, and while patting his belly, "See, I got more padding for protection! But _you _coulda got hurt, _real _hurt, an' I ―

…. they began yelling over one another...

"Aw, here we go again with the mother hen routine, I've had enough of ―"

" ― an' quit callin' me that every time I ―"

"― everything's _always _too dangerous for me, like I don't know what I'm ―"

"― _one of us_ isn't the twelve-year-old here, and sometimes that means you gotta ―"

"― bad enough, but you even have _Miz Cunningham_ on my case now ―"

_AHEM!_

They froze in mid-argument. Who just coughed so loudly?

Oh, right! The Houns. At some point, they had opened the pilot's side door, and a whole group of them surrounded the plane, looking on bemusedly at the two-bear crew and their conversation. The "cougher" in question was a tall doberman with several shiny medals pinned on the breast of his his black, impeccably neat uniform. Gold embroidery trimmed his collar and cuffs, and insignia on his sleeve and cap was evidence of some high rank. The soldiers with him were likewise dobermans, but mostly burlier in stature, wearing dark gray uniforms with silver trim. These soldiers were well armed ― but not with guns. There wasn't a pistol or rifle to be seen, wielded or holstered. These guys had clubs. _Big _clubs, with spikes. Shooting someone with a gun was just so very impersonal, after all, and the Houn Guard had a reputation for liking their violence very, very personal.

Smiling coyly at the ranking doberman, Baloo poked his head out. "Uh, hi. What seems to be the problem, er, uh… officer?"

Loud noises came from the back of the plane; the Houns were forcing their way into the cargo hold. The doberman bared his fangs in a vicious grin. "Gentlemen! I, Admiral Schnotz, velcome you to _zee Eklipse_."


	4. Chapter 4

You probably wouldn't have guessed it, but Admiral Schnotz' "velcome" was actually quite facetious. Baloo and Kit weren't made to feel very welcome at all. Without explanation or ado, they were summarily booted from the _Sea Duck_ and taken away; their last glimpse of the plane was it being set upon by the Houns, with the special interest of their search being the crate containing Major Borus' painting. Clamoring protests, Baloo and Kit were escorted to separate rooms, where they were sat on a stool, had a bright, hot lamp shone in their face, and were asked all sorts of iterations of the same questions:

_Who arranged zee delifery? How many times have you been to Zembria? Vat dit you schee in Major Boarus' home? Vat dit he schay? Vat dit he do?_ And then there was this very confusion question: _How do you reat zee painting? Vat is the code?_

It went on and on, the questions, the blinding light of the lamp, the persuasions ― _if you are innocent, ja, you musht tell us everything_ ― Innocent?! Of what?! The Houns would not deign to explain. The guards in the room were never more than a few feet away, always in view, and always kept their clubs in hand, as if ready to swing at a whim. Now and then the interrogators would leave the room and leave him sitting there with the lamp hot on his face, then after a long time come back and repeat the process. More questions, more questions…

After so much of this, Kit's face was drenched in sweat, dripping. Angry, scared, and confused, he was on the verge of sobbing. He tried to stay strong and brave, but it was all folding into terror. He didn't know anything about what they were asking, but they were less than convinced. He never knew if one of those guards was going to haul off and bust his head open. They'd scream at him that he was a liar. They'd calmly suggest that his forgetfulness could put him and his _father _in grave danger ― yes, they made an assumption and dropped the F-word on him ― and that only made him fearful of what awful things they could be doing to Baloo.

At the end of yet another question: "I…" he said, took a breath, "... don't…" another breath, and he hollered at the top of his lungs, "... KNOW!"

One of interrogators, who introduced himself as Captain Wuffenmutt, a bulldog in a crimson uniform snorted at him, leaning on his knees into Kit's face, then grinned, and patted him on the head. "Vee just vanted to be schure, _ja?_" Kit recognized his face, it was the same guy who came calling upon Higher for Hire that one night, asking for the _Sea Duck_'s cargo manifest. With an order given via a jerk of the bulldog's thumb, the two guards hoisted Kit up by his shoulders and marched him out the room, hauling him deeper into the bowels of the airship, and at some point he could hear a voice yelling, _Baloo's _voice, giving another guard hell.

"What've ya done with 'im, ya big palooka? If you touch one hair on his head, I'll break every bone ya got!"

Kit called out for him, and, the guards turning him around a corner, they came to a jail cell where Baloo was locked up.

"Kit!"

The cell door was opened, Kit was shoved inside, and he had jumped and grabbed onto Baloo's neck before the door was even shut.

"Aw, kid," sighed Baloo, squeezing him. "You okay?"

"Yeah. You? What do these guys _want_, anyway?"

"Don't know. Wouldn't say. They just kept givin' me the third degree 'bout what I know about Thembria and that darn paintin'. I kept tellin' 'em and tellin' 'em! _Nobody_ on this ride believes that I don't know anything!"

With all sincerity, Kit said, "_I_ believe you don't know anything."

"Thanks... I think?"

The guards had left the room, leaving one pacing past the doorway, up and down the adjacent corridor. Kit want to the front of the cell, one hand holding a bar, the other over his worried gut. "_Now_ what'll we do?"

Behind him, there was the sound of weak mattress springs creaking; Baloo had plopped down and sprawled on the one and only cot in the cell, and under his weight it bent shape like a hammock. "Got no choice," he said tiredly. "Gotta wait it out."

"Wait until what?" whispered Kit, to himself. He could feel the gentle tugs of gravity, the type you feel when a vessel your riding adjusts course or speed; the airship was well in motion, taking them to who knows where.

* * *

Now and again Kit would have something of a waking nightmare, a quick vision, a flash from the past that made him shudder. It was a triggered memory, an awful one. It didn't help that the room was so quiet, and so lacking of distractions. Having small talk with Baloo was hardly an option to pass the time, this was not exactly a place or time for idle chatter. So, he had long stretches of time where he was left thinking. That's when the memory hit him.

There were no windows in the cell, or clocks, but Kit figured they were in the wee hours of the morning by now. He stayed at his self-imposed post at the front of the cell, waiting and watching for someone, _anyone _to approach and finally tell them what was going on ― this was a post he assumed upon himself, because Baloo irritatingly enough couldn't seem be bothered to worry about any of this. Baloo, in fact, had fallen asleep. So _someone _had to be concerned for the both of them, and guess who, yet again? Keeping watch, though, the only thing he saw was that about every minute or so a guard would come patrolling past the doorway.

"It'll be okay," Baloo would say, from time to time when he snorted so loud that he woke himself up and still found Kit standing at the bars; or he'd say, "You gotta relax a little, partner," or, "Why dontcha try to get some shut-eye?" And every time Baloo tried to coax him away from the cell bars, Kit angrily would just wish that damn cot would break. He had to consider, though, that Baloo just didn't know what kind of trouble they could be in ― this was not your typical, run-of-the-mill, life-threatening situation. How did he know? Because...

...the particular memory haunting him presently was from a day when he ran with Don Karnage's sky pirates. Karnage had thought it fun to take the _Iron Vulture_ traipsing around Hounsland for the first time, not for necessarily for Hounsland itself, but to explore some yet unexplored plundering opportunities. They stalked the outskirts of the region, over mountains and vast rural expanses, poking around for common flying routes for cargo planes. They struck paydirt almost immediately ― Kit didn't get to fly in the heist, obviously, but he watched the start of it from the _Vulture_'s bridge. It was a nice, fat Houn zeppelin, sailing along in the clouds. It wasn't carrying civilian cargo, either, because the zep had the infamous insignia of the Houn regime on its broadside. It was government. This was particularly exciting to Karnage, because a score like that could mean anything from a hefty treasury deposit to military grade weapons and equipment. Karnage and crew seized it with their attack planes, and the zeppelin went down easy once perforated with bullets, splashing down in a lake.

This is where Kit got to play. In the pirate life, when you downed an entire airship, you couldn't exactly just put the loot in your pocket and fly away (well, you _could _if you happened to have pockets the size of Port Largo). Airships were generally a lot of loot, and to this end, as Karnage would call _standard piratey policies and procedurals_, the _Iron Vulture_ would descended over the capture and lower winches with lifts, the idea being that the loot would be loaded onto the lifts and reeled up. Kit got on one of those lifts, got lowered down, but wanting a first-hand look, hopped on Karnage's tri-wing, sticking beside the captain as the pirating pilots taxied their planes toward the zeppelin, drawing in for boarding and raiding.

There were only a few members of the Houn Guard on this vessel, and since the pirates had them out-gunned, they begrudgingly surrendered (the Guard only brought clubs to this gun-fight, obviously never expecting interference from pirates). Kit was the second to board, right behind Karnage, and the first thing he would realize was the smell ― it stank in that stuffy airship.

Then, the sights ― the entire interior of the ship was cages, long rows of cages stacked three decks high. More of the pirates jumped onboard, whooping and hollering with excitement, but their rowdy cries stifled to startled and puzzled silence when they saw there was nothing plunder-worthy in sight.

'What's this, gorilla birds?' Ratchet had wondered aloud, wrinkling his snout.

Kit had about the same thought, a ship full of some sort of livestock perhaps, but then he noticed the hands wrapped around the cage bars, and the hundreds of eyes peering from the behind the bars, twinkling at them. It was Kit's own sight, adjusting from the bright outside to the dimmer inside, that made this haunting effect, but the twinkling eyes in the cages fleshed out faces, as ghosts materializing from thin air. Sad faces, scared faces, faces stricken of hope. Faces that were gaunt and battered. Then their drab blue jumpsuits became apparent. They were prisoners. This was was a prison transport.

Then, the sounds ― their wailing and moaning, crying out in a language the pirates did not understand, but could somehow understand anyway: _Please, take us with you!_

So spooked were they that Don Karnage and his crew turned tail and fled. The pirates had not ventured anywhere close to Hounsland since.

Now the imagery was fresh in Kit's mind, as was that awful, sickly feeling of wondering what it must have been like to be imprisoned by the Houns… he swallowed hard, and felt sweat break over his head… now he and Baloo were Houn prisoners, too, and who knew what they were going to do with them.

"Ki-it," groaned Baloo. "Look, you really gotta ―"

"I'm _not _gonna relax," Kit snapped. "You just gonna lay there on your duff?"

Baloo sat up, wiping his eyes. "Well whaddaya want me to do, jumpin' jacks?"

"We're in big trouble, Baloo. _Big _trouble."

"Aw, c'mon. How can ya tell?"

"Because these guys aren't like air pirates or Thembrians. I just know it, okay?"

Then someone spoke in the adjacent corridor. Kit cocked his ear to listen.

"Here to give our guests zeir dinner," said one person.

The other, the guard who was pacing the corridor, scoffed. "At zis hour? Since ven do _you _bringen sie das food to prisoners?"

"Exactly vat I schaid!" the first replied. "Not my job! I have too much sveepink and moppink! But… vat can you do_?_"

"Ah, _ja_," the guard replied empathetically, and waved the other past.

Approaching the cell then was a mutt dressed in white linens, dragging a broom behind him with one hand and carrying a plate in the other. The plate had two small loaves of bread. On the floor, there was a space between a few bars from where things like plates could be slid under, and this is what the custodian did with their dinner, kicking the plate into the back of the cell.

"Here!" he snarled. "I hope you _choke _on it." With that bit of pleasantry shared, he turned around and left, dragging his broom.

"See? At least they're feedin' us," said Baloo, picking the plate up. "Here, Lil' Britches. Calm down an' have a bite."

Kit gave him a look that let it be made known, more than words to say, how _repulsed _he was at the idea. "How can you _eat _at a time like this?"

"Right," drawled Baloo. "Let's _starve_. That'll show 'em." He bit into one of the loaves and instantly yelped, dropping the entire plate and cupping is mouth. "Ow! What the ― there's somethin' _not bready _about that bread!"

Kit knelt down and inspected the loaves and plate on the floor. He found Baloo was certainly right, there was something metal in middle of the half-bitten loaf. "It's a key," he discovered. He also noticed, penciled on the plate, "And look! It's a map." It was a system of lines, parallel and perpendicular, with arrows between them indicating where to do, a trail which ended with an X after turning a few corners. "Baloo, I think it's a jailbreak!"

"Jailbreak?" Baloo took the key and inspected it close to his face, and still rubbed his mouth. "_Tooth_-break's 'bout more like it."

Someone had scribbled a note in tiny lettering, which Kit read out loud: "Use the sleeping gas on the guard. Follow the arrows and meet us."

"Sleepin' gas?"

Kit grabbed the other loaf of bread and tore it open. Inside he found a cylinder canister about the side of his fist, wrapped with white tape, which had helpfully written on it: _Sleeping gas_. _Pull the pin_. _Hold breath._

"It's a jailbreak!" realized Baloo.

"Oh, you don't say," scoffed Kit.

Baloo rushed to the cell door and looked around. The guard wasn't in sight. With the key in hand, he reached his his arm around the bars, scraping the key against the cell doors lock, trying to find the keyhole. Though he was putting a great deal of concentration behind it, with minutes passing he couldn't quite find that sweet spot.

"Here, let me try," said Kit, reaching from under Baloo's arm to take the key from himself.

"Nah, I got it," said Baloo, shifting his flank to effectively block Kit from reaching any further. "Don't mess me up, now."

"No, you don't got it," said Kit, who ducked around him and sqeezed against the cell bars, grabbing for that key. "Here, let me ―"

"Hey, stop that! I almost got it!"

"I can do it in a second, gimme the key!"

"No! Quittit! Yer makin' me miss!"

"_Vat is zis, now?_" said… neither one of them. But stomping up to the cell was one very unpleasant looking Houn guard, snarling at them. Baloo and Kit's arms quickly retracted from the bars.

"Vat vas zat in your hand?" the guard wanted to know. He was eying Baloo.

"In my hand, or his?" asked Baloo, oh so innocently.

"Yours!"

"Why, nothin', yer honor." Baloo showed him his hands, palms up. "See?"

The guard's glare shifted to Kit, who had both hands hidden behind his back. "Zen vat is in _your _hands?"

"You can have it," Kit told him. "Here, catch!" He pulled the pin from the canister and lofted it between the bars, onto the guard's chest; the Houn caught it with both hands, his face streaked dumbfounded and surprised as a hissing blue gas waffed up his nostrils. In a beat, he teetered onto the floor and was sound asleep. The canister rolled on the ground and was quickly fogging the room.

Kit had the key now ― about time, he thought ― and went to work on unlocking the cell door right away. "Watch, I'm gonna show ya how it's.. it's…" His sniffed, nose twitching, blinked… blinked very heavily… and muttered, "Uh-oh." The key was dropped, his hands streaked down the bars as he slumped downward, and he was snoozing before the rest of him touched the floor.

"_Tsk_, now see whatcha did," said Baloo, shaking his head. He bent down to pick the key from the floor. "Ya gotta leave these things to ol' Baloo… oooo…. oh…" One second he was bending down, the next he was having the nicest dream about Kitten Kaboodle, where she was wearing a full blown turkey costume and singing _Jingle Bells_ to him while he ate a tuna fish sandwich. Nobody's saying it was a dream that made sense, it was a _nice _dream, is all. Kitten was just finishing her song ― _oh what fun it is to ride_ ― her red-painted lips pouty under a hood of a beak and big fake feathers, when she disappeared in a flash, suddenly replaced in his vision by three faces scowling down at him.

"Vell," huffed one ― he was the same custodian that had delivered the bread to the cell. "Look who decided to rise and shine!"

Baloo stirred awake, realizing he was sitting up against a wall in a tiny room. A bare lightbulb hung by a wire on the ceiling, swaying in the motion of the airship. Shelves on the other walls were stocked with various chemical cleansers, scrub brushes, mops, and other typical housekeeping sundry. Kit, beside him, was also just waking up, grasping for and holding onto Baloo's arm as he came to his senses.

"Ugh. What's goin' on?" he asked, groggily. Looking up at the three scrutinizing faces who were staring at them, he recognized the one as the custodian, did not know the second, who was a fox, not much taller than Kit himself was, wearing dark sunglasses and a buttoned up trenchcoat that had its bottom hem dragging on the floor. The third was a German shepherd, fur fading gray with age, but an obvious pilot, apparent by his white scarf wrapped around his neck, the goggles strung above his brow, aviator breeches, the old-fashioned kind that stuck out at the thigh, and an old and supple leather jacket the color of deep mahogany wood. His eyes were bright blue, clear and attentive, presenting to one being watched an eagle-like precision in his vision. It took Kit a second, but _that _was a face he recognized… never in person, but in history books at school, newsreels that they played before the motion picture in the movie theater, and countless other photos and clippings he had seen in his aviation obsessions, both before and after landing at Higher for Hire.

"Oh, wow," he breathed, standing up with his back sliding against the wall. "Baron von Himmel?"

The pilot smiled, stoically, and bowed his head in the affirmative.

"Uh… you _know _this guy?" Baloo said aside, covering his mouth with his hand.

"Baloo, it's _the Baron_," said Kit, also aside, as if the other three in the room couldn't hear them. Kit said the name as if anyone in the world who's ever seen blue sky should have automatically known it. But it was everyone but Baloo, apparently, who had nothing but a blank expression. Kit gave him another hint: "From the Great War?" Nope, still nothing. "The greatest ace fighter pilot in the world?" _Still _nothing ― oh, wait, wait! Baloo suddenly nodded.

"Oh! Him!" Baloo said.

"You have no idea who I'm talkin' about, huh?"

"Sorry," shrugged Baloo.

"I schuppose you are vondering," said the Baron, "vat the heck you are do-ink here."

"Can't say it hasn't crossed my mind," said Baloo, standing up. He realized they were in some sort of janitor closet, all crowded in there. That meant these Houns either had a culturally different idea on what _personal space_ meant, or, they were all hiding.

The fox in the trenchcoat sauntered forward, gesturing with his hand for the other two to stay back and shut up. "Yeah, I'll take it from here, boys," he said. No Houn accent, he was as Uslandian as they come. To the bears, he said, "My name is Secret Agent Cruise. As in, I _like _to cruise. Like _going _for a cruise. And cruising." His brow cocked from over the rim of his sunglasses.

"Uh… too bright in here?" asked Baloo.

"Oh, it's bright," said the fox, leaning over as if standing over Baloo, even though he was little more than half his size. "It's _bright _in here. You know what I mean?"

"Nuh-uh."

"Of course you don't, civilian. We secret agents _know_ what we mean. _You_ are not a secret agent." Then, striking a pose that demonstrated his… karate?... skills, he announced, "I'm the man from N.I.E.C.E." He waited for an appropriately awed response.

Baloo and Kit looked at each other, confused, but then Kit thought of something. "Oh, Baloo! I think that's that place where we had spaghetti."

"Oh! Yeah!"

So much for appropriately awed. Agent Cruise's arms wilted down to the sides of his trenchcoat. "It's _not _a place. It's the National Intercontinental Emergency Civilian Extraction."

Try saying _that _five times fast. Dumbfounded, Kit tried to repeat that back at him. "National… inter… what?"

"Don't question the acronyms, junior," said the fox, waving him off. "We're professionals. _Top _professionals, you dig? You have no idea how far this case has been kicked up the chain. It was too big for A.U.N.T., the Allied Unified Negotiating Team, _totally _over the heads of N.E.P.H.E.W., the National Enterprise Preparing Houn Extradition Work. So you got N.I.E.C.E., the best, and here I am. We're the guys who spy and spy hard, see? The guys who get smart. 'Cause let me tell you, these missions are impossible. It's lucky for you, too, 'cause oh brother, if they woulda brought in those knuckleheads from B.R.O.T.H.E.R., hoo boy! I don't need to tell _you _how'd that go. Know what I mean?"

"No!" cried Baloo. "I don't! Who the blue blazes _are _you guys? Whaddaya _want _with us?"

"You don't sound too bright, buddy," said the fox. "That's okay. That's why _Secret Agent Cruise_ is here, to get you out of here."

"And eferyone in zis room," interjected the Baron. He stepped forward, an air of wisdom and command about him that must have decided that the secret agent wasn't being all that helpful. "You schee, my homelant, my belofed homelant that I gladly vould have laid down my life for, has become somethink… somethink…" With a glint of sadness twinkling in his eye as a polished sapphire, he faltered to find the right words of expression.

The janitor wasn't quite as picky with is wording, and filled in where the Baron left off: "It _schucks_," he said.

"Somethink terrible," said the Baron. "A great schadow of evil is vat it is. And it vill only become vorse." While gesturing at the janitor, he explained, "Schnauz and I, we have been naughty, spyink for your country. Zanks to us, your generals know eferything about this little _Luftschiff _we are flying in. Now, with zis opportunity of eshcape, today is the day vee, as you schay, make a break for it. Now, listen sie carefully, vee haf a plan!"

"Thanks chief, I'll take it from here," asserted Secret Agent Cruise. With a flick of his arm, he cried, "Super duper secret agent plan chart!" and from _somewhere_, like a magician pulling something from out of his sleeve, instantly fell out a small box that, as soon as it hit the floor, opened and sprung forth with several rising telescopic rods that all automatically snapped into place, forming an entire tripod and easel. Then the secret agent dug into the breast of his coat, pulling out large role of sheets of paper that left to mystery how he even ever got them to fit in there. These he affixed to the easel.

"Now then," he said, pointing at the first sheet, where there was a bulleted list and hand-drawn crayon sketches that…. helpfully?... outlined the key points. And if there was any confusion on what was being outlined, the sheet was titled at the top with big letters: **THE PLAN**. Secret Agent Cruise began from the top: "The Plan! First, Mr. Schnauz here is gonna smuggle the two of you back to the main hangar, inside one of them covered garbage trucks, and sneak you back to your plane." The sketch next to this bulleted point showed two stick figures ducked inside a wheeled bin, being pushed by another stick figure that had musical notes drawn over its circular head.

"_Ja,_ no I'm not," sighed the janitor.

"Second! _I_, Secret Agent ― wait, what? Why not?"

"_Der junge_ is easy, nice and small, but no one tolt me zee ozer was a big _fettsack_," the janitor explained, gesturing at Baloo's… ample roundness. Baloo made a face at him ― he didn't know what a _fettsack _was, but he was pretty sure he wasn't being complimented. "He von't fit! I haf to get him down another vay. Don't vorry, I vill figure it out."

Secret Agent Cruise sighed loudly, scowling, and with the turn of his arm and the mumble of 'Super duper secret agent corrective marker,' he suddenly had a black ink marker in his right hand, and went to scratching out the first part of the plan, scribbling next to it on the margins: WILL FIGURE IT OUT.

"Great. Now! Second, we deal with the firepower of this boat. _Why_, you might ask?"

"Uh, so we don't get shot down?" offered Kit.

Despite that the response was overall correct, it did not please the secret agent. "I said you might _ask_, not _answer_, junior. You're all aboard the _Eklipse_, which is _not _your typical flying Houn battleship, nuh-uh. _This _is a the prize of the Houn fleet, a specially designed aerial blockade enforcer that can simultaneously fill entire _cubic miles_ of airspace with exploding artillery. Zero room for evasion, and no chance of flying out of here alive as long as they can shoot. Therefore, _I_, Secret Agent Cruise, doing the daring-do that we secret agents do for you civilians, having completely memorized secretly stolen blueprints, _I_ will make my way outside this airship. I will do this of course traversing a discreet, carefully pre-planned vertical route of ladders, narrow hatches and tight passages that only _I_, with my lean, athletic, and impeccable fit secret agent stature, could possibly achieve." To this point, he stood awfully proud of himself with his fingers tucked in the lapels of his secret agent trench coat. The little sketch next to this bullet point was of a smallish stick figure with triangular ears, sunglasses and a vaguely triangular coat (can you guess who?) standing under two vertical lines that must have represented a narrow passage, where the stick figure just barely and perfectly fit in between. There was a nice, green crayon check-mark under this one. Then there was another sketch right next it it, a larger, rounder figure under two vertical lines of the same spacing. This figure did not fit, and it got a big red X. Cruise continued, "Then, fearlessly risking life and limb, _I_ will single-handedly incapacite the airship's firepower, making sure we don't get pulverized out of the sky."

"You nefer said _how _you do zat, exactly," said the Baron, regarding the fox sceptically. "Zere are _lots _of fery big guns."

"Oh, gee, you're right," said Agent Cruise, eyes wide with sarcasm behind his dark glasses. He dug into one of his trench coat pockets, coming back up with a packet of chewing gum. "Why, I was just gonna stick a wad of gum inside a few of the barrels _and blow the windsocks_ off this oversized circus balloon, because _this_, what obviously looks like to _you_, o ye of non-secret-agent status, like an ordinary pack of chewing gum is actually…" He paused, drew a breath between his teeth, and made the following word slither secretively from his tongue: "SESAME. That's Secretly Edible Secret Agent Mega-Explosive. I go up, spread wads of this stuff in a few gun turrets, and the first shells that fire from the broadsides will cause a _magnificent _secret agent style explosion, and the others go up by chain reaction. That's right, this little packet in the palm of my hand has the power to wipe us all out! And that's not all…" He slid out a green stick of gum, making a show of applying it on his tongue, rescinding it into his mouth, and chewing. "It's also minty fresh and good for your teeth. Oh yeah."

"Look, I got a few questions," said Baloo, raising his hand.

"There's a shocker," said Agent Cruise. Back to the chart: "Third! While _you two_ are being smuggled back to your plane, Baron Von Himmel will create a distraction by pulling fire alarms in the back of the ship, where I've also deployed several secret agent smoke bombs. It's gonna get smokier than a… than a… uh…"

"A barbeque?" suggested Kit, deadpan.

"A darn _smokey _barbeque, junior, as indicated by the following illustration." Here, he was pointing to a sketch of… well, a mess of lines repeatedly drawn over each other in a circular blot. It was thankfully captioned "Smoke" so you knew you weren't just looking at _any _ol' circular blot. There was also another stick figure under the word Baron, with more music notes over the round head, which prompted the Baron to ask exactly vat the hell that was schupposed to mean anyway.

"Well, _duh_, whistling," said the secret agent. "Wow, are _you _lucky to have me here explaining this to you. You have to whistle a happy tune to yourself so people know you're not up to anything suspicious. No one _ever _suspects a guy who's whistling. It's a fact! So don't ― forget ― to ― whistle. _Fourth_, on my way back down, I use my super duper secret agent wiles to easily sneak Boarus' painting right from under the nose the commander." The sketch here showed the return of that pointy-eared, triangular coat wearing figure carrying a big rectangle over its head, a crescent grin over its circular face, and a couple more stick figures horizontal with Z's strung over their heads. We could probably gather that he intended to use a spare canister of sleeping gas to achieve these means.

The last sketch, of the last bullet point, showed an oval object covered with little bristles (one could surmise that was either supposed to be the _Eklipse _or a kiwi fruit), some scribble of an object that was either supposed to be a coat hanger or an airplane flying away, and a few upside-down trapezoids on top of wavy blue lines that we'll assume are boats in the water. "Then, with the guards all running around like crazy, we all rendezvous at the _Sea Duck_, make like bowling pins and split, due south to where, _coincidentally_, an Usland Navy fleet _which has absolutely nothing to do_ with this completely non-existent operation happens to be sailing. Once we're close, any fighters the Houns sic on us will have to turn away, and we're home free. Of course they'll be desperately wanting to hear all about my secret agent exploits. So! To recap…" Pointing to the janitor, "Smuggle!" To the Baron, "Distract!" To Kit and Baloo, "Hide!" And to himself, "Hero. Oh yeah."

"Can we just take a time out for a second," scowled Baloo. "What I wanna know is, how'd your nieces or nephews or whatever even know what our cargo was?"

"Yeah! Or that the Houns snagged us?" asked Kit.

"Easy! Navy scouts tracking your movement since you left Cape Suzette saw everything," said the fox. "I was activated immediately."

Baloo's and Kit's jaw dropped open. "You mean they've been _following _us all this time?" asked Kit.

"That's classified!" snapped Secret Agent Cruise, who was now suddenly in the kid's face. "Who told you they were following you? Whaddaya hidin', kid? Who's the mole?"

"_I_ don't know any moles!"

"Ah! So it's the gophers, then." The fox shook his head, muttering. "Always the gophers, isn't it."

"Aw, just cut us a straight answer, Jack!" said Baloo. "We were just tryin' to do our jobs, here, and suddenly these guys think we're some sorta spies!"

"They want to know about the painting," added Kit. "They think there's some _big _secret about it."

"That's top-secret information," said Secret Agent Cruise, sternly. "Need-to-know basis only!" He looked around, as if checking to see if any unknown party was listening, and leaned in to whisper, "But between you and me, it's _loaded _with Houn military secrets. Gobs and gobs of them! But I can't talk about that, of course. Now, try to keep up, huh? Page two!" He whisked away the first paper from the easel, revealing a second sheet, and this one was hand drawn in crayon with several doodles and stick figures, representing some players and components: a blue figure for Major Boarus, between a group of some basic conical shapes that _could _pass for radar dishes, some squares with squiggly lines inside of them representing painting, and at the bottom, trapezoid-ish shapes representing (we think) Navy battleships.

The title for this chart, written in big letters: **CONVENIENT PLOT EXPOSITION**

Secret Agent Cruise explained, "From the top! Major Boarus isn't just some hack with a paintbrush. Well, actually, he is. But also he _also _happens to be regarded as the world's foremost brain on cryptology and advanced electronic surveillance ― _spy stuff_, to your civilian ears ― and he's the only one to ever break the... Houn _BARC_." Pause for effect. Again. The Baron and the janitor groaned. "Of course, everyone probably knows what BARC is, so I won't bother explaining. I'm sure you already know."

The Baron started to say, "Do vee _really _need to go over ―"

"Okay, don't everyone ask at once!" said the fox. "BARC ― the Houn's Battle and Reconnaissance Code, and I said _don't _question the acronyms, junior, I see your mouth moving over there. The Houn generals have been using this code to send ultra-sensitive communications about all of their operations, everything from tank numbers to spy deployments. On paper it all looks like gibberish, and Usland's been beating its brains out trying to figure out the cypher. Thembria's got it, thanks to Major Boarus, but they're keeping it to themselves. It seems, however, that the major was open to, should we say, _private _negotiations ― and maybe a speck of treason. A few little painting swaps here and there, stuff that he wanted for information _we _wanted. Like this last transaction, he pledged to give up the entire cypher key if we could get him that picture of the the moaning what's-her-face. So, that painting you were getting back to Cape Suzette, that's the jackpot, baby. The whole score. Everything we need to know to crack that code is there. That painting _has _to get off this boat."

"We're being used," huffed Kit.

"Yeah, and why _us?_" Baloo wanted to know.

"Had to pick _someone_," shrugged Agent Cruise. "First, it had to be a civilian front, look transparent from start to finish, nothing that could give the Houns or Thembrians any reason for suspicion. No way the High Marshal was going to allow Boarus to deal his art if anyone caught a scent of the Usland government. The Thembrains are monitoring these transactions closely. So are the Houns. Second, I guess you have some sort of reputation as a pilot, _supposed _to be able to fly to a safe escape if things got froggy." He fox suddenly cackled and doubled over, slapping his thigh. "Boy, did they ever nail _that _one on the head! Hoo! Typical government, right?"

"_I_ say forget about the painting!" cried Kit. "If the Navy's been watchin', why don't they just say something to these guys to get us off the hook?"

At _that _notion, Secret Agent Cruise _gaaaasped_, clutching his chest. He about fainted dead away. "And acknowledge that the Usland government has _any _involvement whatsoever in the possession and transport of a perfectly normal, nothing-to-do-with-spying, beyond-top-secret painting? What, you liked the Great War so much that you can't wait to start another one?" He jerked his thumb at Kit while telling Baloo, "Kid's got some disturbing ideas, fella."

While Kit was too flustered to even choke up a response to that, the Baron cut in: "Zee painting must be remove't before vee ― I mean, my… comrades… figure out vat it is. If zey do, Major Bourus vill certainly be exposed and executed. And Schnotz, he vill find a way to backtrack zee information, find out _how _it was taken, and zen, _who_. Many lifes vould be in danger."

"But it's just a rock," said Baloo. "I know, I've seen it! There ain't a word written on the darn thing."

"Not written, painted," corrected Agent Cruise. He whisked away the second page on the easel, to yet a third page, which was completely blank. "Painted with a certain special chemical that can only be seen if you had, say, _a super-duper secret agent ultra-violet flashlight!_" Said flashlight suddenly dropped from the sleeve of his trenchcoat and into his hand. Flipping a switch on its shaft, the dark purple light barely seemed to glow; but when he pointed its beam to the paper, a glowing drawing was suddenly visible across the page. A happy face with its tongue sticking out.

Then the flashlight clicked off. "Of course, I can't talk about that," said the Secret Agent. "Now, I must advise you to advert your eyes. This message will self destruct in five… four… three…" The others, Houns and bears alike, shrugged at each other, puzzled. "... two… one…!" Cruise pressed what must have been some sort of very well hidden button on the leg of the tripod, and the whole easel, paper and all, when up in a quick flash and became instant ashes. "Ha! _That_, civilians, was a demonstration of a super secret agent disposable ―-" the fox began to gag on the ash, as was everyone else.

"Efery-von _out_," coughed the janitor, and they filed out into the corridor.

"All right, everyone's got their job," said Agent Cruise. "Civilians, you're with Schnauz. Baron, to the back. Me, up! Synchronize your watches, smoke bombs go off in forty-five! That'll get _you _plenty of time to smuggle the civilians, and _me _time to overcome any ― what we super duper secret agents call ― _unforeseen circumstances_. As soon as the Barron sets off the fire alarm, that's the cue! I'll be in position to snatch the painting, then I'm gonna book it straight down to the _Sea Duck_. Now, everyone, break!" He shoved Baloo and Kit along, who were still sneezing ash and still as confused as they ever had been, but they followed the janitor's lead. The Baron and Agent Cruise also made their way… which for this first leg of corridor navigation, turned out they were all going the same direction.

Baron asked the janitor about how he was going to smuggle _da big von _into the hangar.

"I take him to the schop," said Schnauz. "Remember my partner, Unlucky Hans? He can vear his old uniform as a disguise. Ve'll call him a new recruit. No von pays attention to who mops zee floors."

"Unlucky Hans? But he vas ―" The Baron gestured with his arms wide around his waist and gut, indicating quite a large, round shape, then eyed bemused Baloo. "Oh! _Ja_, I schee!"

"Do what, now?" blinked Baloo.

"You're gettin' Unlucky Han's uniform," shrugged Kit.

"Why… is he _Unlucky _Hans?"

"He schlipped on a banana peel last veek," so answered the janitor. Baloo and Kit shared a glance and another shrug. "From ten zousand feet," the janitor added. "Don't vorry. Ve vashed his schirt after."

"Gah," muttered Baloo, with a shudder.

The group turned a corner, stepping light, and ascended a stairs that would take them to a catwalk that crossed to the other side of the airship. Kit kept looking back at the Baron, not quite helping but to be a little star-struck. The guy's photograph was printed in his 6th grade history schoolbook, after all, although he looked a lot older now than he did in the photo. He knew of the legendary Baron even before he knew a lick about Whistlestop Jackson.

"Was that _your _plane out there? The Fokker?" asked Kit quietly to the Baron.

"That is _not _a nice name for a plane," said Baloo, shaking his head.

Secret Agent Cruise shushed them on the onset of the catwalk. It spanned over a considerable height, below was a deck of various rooms and compartments without ceilings, with walls of rooms and corridors forming some semblance of a three-dimensional maze. Above them was _the _ceiling, which on the opposite side upward began the framework of the airship's massive helium compartments, and the vastly complex machinery that loaded and fired its many turrets. Hatches and ladders to access it were on the other side of the catwalk. Cruise peered over the walk's railing, absently fidgeting with his pack of SESAME gum.

"All right, everyone hush down," said he. "Don't want any guards down there hear a reason to look up. Any luck and we'll be out of here by breakfast."

Breakfast ― the word made Baloo think lovingly of crispy bacon, warm toast and strawberry jam, but it made Kit start. "Oh, crud!" He turned to the secret agent. "What time is it? How far are we from Cape Suzette?"

"We're halfway to Wienerstadt by now," said the fox. Then, with a sly wink, "Why, got a date, hotshot?"

"I have school!" the kid cried. "I made a promise!"

That, in turn, made Baloo start, as he realized the same thing. "Aw, no," he muttered, wiping his palm down his face. "Ki-it…"

"Hey, you guys pipe down," Agent Cruse hissed, making lowering gestures with his hands.

"Gosh, Baloo," said Kit; he had taken his ballcap off and was wringing it in his hands. "What'll we do?"

"How about keepen sie movink," suggested the janitor, who was waving them along with a sense of urgency, but to no effect. The bears had come to a standstill, looking apprehensively at one another for an answer that neither one could give.

"I'm sorry," Kit offered, in response to Baloo's dejected frown.

Baloo shook his head, staring down at what would be his feet if he could see them. "No, _I'm _sorry, kiddo. I had a chance and I blew it. I really let ya down this time."

"Huh? How?"

"'Cause I _knew _better, darn it. An' I _knew _I knew better. I shoulda put my foot down an' just made ya stay home." Slowly, Baloo turned around, toward the impatiently waiting Houns, and shuffled his feet forward. "I don't know _what _we're gonna do," he mumbled. "I guess we'll hafta figure that one out later."

The group quietly stepped onward across the catwalk… all except one. Kit's feet remained planted on the metal gratework, and he was downright bristling as he looked after Baloo. There was quite a lot firing away between his ears, a multitude of things that had the synapses popping. Things, even little things, that had been bottled up or shrugged off since starting anew with Higher for Hire. Things from having to do chores, to _quit showin' off_, to homework and taking two thousand cracks at spelling the word spinach, to _you're too young to _[fill in the blank], to being left on the dock when a certain someone had to _be someone_ and fly off to find Panda-La, to being sick and tired of being treated like he needed to get bossed for his own good as if he were some… kid!

"Made… me…?" he repeated back. "_Made _me?"

One could tell by the way Baloo suddenly flinched that he not only heard Kit, but knew exactly what that tone of voice meant. But as sick to his stomach as he was feeling about his part in practically ruining the kid's life right now ― to say he wasn't presently in the mood for _this _kind of argument was a gross understatement. He turned his head around at the kid, scowling. "Now Kit, don't you start."

Kit summarily disregarded that bit of instruction ― oh hell was he gonna start. "Who do you think you're talkin' to? It's gonna be a cold day in Arida when you can _make me_ do anything!"

"Stop bein' so darn ornery," snapped Baloo, and he had once again brought their quiet traipse (becoming less and less quieter) over the catwalk to a standstill while he addressed the other. "I'm about _fed up to here_ with ―"

"You? _You're _fed up? I got the whole wide world tryin' to decide what's best for me, all the time!"

"Vill you two schut up?" hissed the janitor, with the Baron and Agent cruise also making fervent shushing gestures, all of them ignored.

Baloo shot back, "Maybe that's 'cause twelve-year-olds don't do such a bang-up job of doin' it themselves, now _do _they?" It was on that last 'do,' where Baloo had _really _raised his voice, and, inadvertently, his arms; his swinging wrist accidentally pummeled Secret Agent Cruise upside on his secret agent head. In the heat of the moment, Baloo actually didn't even notice. "If they did, you'd still be in school!"

"_I_ don't need your help to… to… uh…" In mid-argument, their attention was suddenly drawn to the peculiar sight of Agent Cruise staggering between them, cross-eyed with his tongue hanging out the side of his mouth; his finger was raised as if he meant to make some sort of point ― probably to tell them to shut their yaps already ― but all that came out was sort of a _blrpbp _sound before he stumbled under the railing and fell off the catwalk. The Baron and the janitor had lunged to catch him before it was too late, but too late they were. Agent Cruise fell in what appeared to be a storage room, amid several stacks of boxes and crates.

Those remaining on the catwalk clung to its railing, peering over and down in mortified silence.

Agent Cruise, dazed and stirring, had yet enough wits left about him glare up at the group, particularly Baloo, and he was one furious fox. He looked as if he was about to yell up some choice words to express exactly how he felt, when footsteps approached from the adjacent hall. The fox's ears focused, alarmed, on the doorless entryway. He was exposed in the middle of the floor. He gestured to the group above to _go go go_, and then he mouthed something; if you were any good at reading lips, it looked something like 'Super duper secret agent camouflage!' A cardboard slab popped out from the back of his trenchcoat collar, think like a piece of toast from an aggressive toaster, and in mid-air unfolded in an instant into a seemingly innocuous brown box that now covered and hid the secret agent. It had two little eyeholes on the side for his secret agent vision.

The others, from above, had a perfect view the scene below, when a lone Houn guard entered the room, not before checking to make sure no one was watching him enter. Once in, he sat down ― not just anywhere, as fate would have it, but on this nice box that someone had carelessly yet conveniently left in the middle of the floor. The top bent under his weight, but he seemed perfectly content to relax, slouching over his knees, setting down his spiked club, setting aside his helmet, and lighting a cigarette. Little did he know that the puffs of smoke he snorted out alighted the nostrils of four witnesses overhead, who were deathly afraid to move, or that there was a fox balled up underneath him who was seriously tempted to jab a super duper secret agent hat pin through the top.

As it was becoming apparent that his guard was not in any hurry, the group above unspokenly decided unanimously that they'd better take the secret agent's suggestion and get their tails off the catwalk before somebody happened to see them. As they began shuffling quietly, though, Kit noticed that the secret agent had dropped his pack of minty fresh SESAME gum at their feet. He picked it up, gave it a quick study, and then glanced upward, where _out there_ was the secret agent's mission, to disable the guns. Kit remembered seeing the many, many turrets protruding from the airship's broadsides back when they were being plane-napped by the Pinscher Pincher. He also figured he got the gist of the secret agent's plan, sticking pieces of this… gum?... into some of the gun barrels. These thoughts became a daydream in a sequence that was racing through his head much faster than it's taking to describe, where someone had to climb out there and finish the mission. Someone who was a good sneak and could navigate the tight passages. Someone who wasn't scared of heights. Someone _heroic_. Someone who could save the day. Someone who could no problem get the job done. Someone who ―

― just got his wrist grabbed by Baloo, and the pack of gum snatched from his paw. It was the deep, downward glower that indicated Papa Bear knew exactly what Little Britches was considering, a furrowed scowl that was part angry, part aghast, and was most definitely, expressing as much as possible without actually uttering a word, a resounding NO.

And then it was discovered that it's perfectly possible to have a shouting match without actually making a sound. With the need for quiet desperate, this particular conversation was done all in body language, as follows, with translation provided:

Kit: throwing his hands up in the air, '_What gives? I can do it, ya know!'_

Baloo: fists on is hips, head shaking from shoulder to shoulder, '_No way, no how, nuh-uh! It's too dangerous!'_

Kit: rolling is head back because he could only roll his eyes alone by so much, '_Ugh! Too dangerous this, too dangerous that!'_

Baloo: shaking his finger at him, '_Now you cut it out with the back-talk!'_

Kit: brow cocked suspiciously, pointing back at him, '_Oh, I get it! Who's it NOT too dangerous for, you?'_

Baloo: shrugging his arms wide, '_I didn't SAY that, did I?'_

Kit: holding out his hand demandingly, '_Then give it back!'_

Baloo: whisking the packet behind his back, '_No!'_

Kit: leaning forward and sticking out his tongue, '_Oh yeah? Well… nyuh!'_

Baloo: leaning forward and sticking out _his _tongue, '_Nyuh yerself!'_

The Baron: grabbing them _both _by an ear and yanking them along, '_Children! Come!' _

With as much of an effort in subsiding their grumling at each other than keeping their footfalls light and careful, they made across to the other side of the ship undetected, at a landing that branched to stairs going down and a wall ladder that went up to a hatch on the ceiling. Now they had to decide what to do sans their secret agent, and kept their voices low.

"Now vat! Ve cannot vait for him," said the janitor. "Schomeone is going to find zee prisoners mizzing and sounden sie das alert." Then, after checking his watch, "Schmoke happens in thirty-fife minutes!"

"But vee cannot do zis vithout him," hissed the Baron. "Zee painting! Zee _guns_, Schnauz. Ve'll nefer make it if the guns schtart schooting."

"Now hold on a second," interjected Baloo. "Look, I _get _that they might start shootin' at us, an' I don't mean to brag or nothin'..."

"Not much, he doesn't," added Kit quietly, which did _not _go unnoticed by Baloo, who scowled at the kid while speaking to the Houns,

"... _but_, I've had my fair share of pirates on my tail, an' more than my fair share of bullets whizzin' by. Now maybe yer average pilot might have a tough time not gettin' shot down, but―."

"Oh!" said the janitor, wryly wrinkling his nose. "Scho zen, you can fly zrough a blizzard and your plane does not touch zee schnow."

"Well, er… not exactly, no."

"Zen vee von't get far," said the janitor.

"Aw, that's okay," Kit was mumbling, his back turned to them. "If they start shooting, Baloo'll just put his foot down and _make 'em_ stop. 'Cause I guess that's how things work around here."

"You quit sassin' me!" said Baloo.

"You both _schhush!_" sternly hissed the Baron. Then, to Baloo he warned, "Zis is no pirate ship. _Eklipse_ is a var machine, meant for _great _vars." He started, slightly, taken aback by his own wording.

"Great vars to come, you mean," solemnly said the janitor.

The Baron looked up at the ceiling hatch. "Von one us musht go."

Baloo looked up at the hatch, mentally sizing it up against his waist, "Well then, maybe I could―"

"_I'm_ goin' up," said Kit, pointing his thumb at himself. To his chagrin, though, the others frowned down at him and groaned. They apparently weren't invested much in relying on a twelve-year-old to see through out the most critical part of the escape. It was especially treasonous coming from Baloo, who he thought should have known better. "What? We got half an hour! I can do it the fastest and the quietest. You guys focus on grabbing the painting and that secret agent guy, and I bet I'll be the _first _to sneak his way down to the _Sea Duck_."

The Baron, taking somewhat of a gentler, grandfatherly approach, began with, "It is brafe of you to folunteer, _mien junge_, but it is fery ―"

"It's a big N-O, is what it is," Baloo flat-out told him, not so gently.

"Why not?" Kit demanded.

The question flustered Baloo, and for lack of an immediate, articulated response (and getting angry over the kid's face shifting into this smug little _ah-ha_ expression), he told him, "'Cause I don't _want _ya to, and sometimes that's just gonna be a reason good enough."

"You could fallen sie off," explained the Baron.

"So, I got my board," Kit countered. His board? The two Houns had all but visible question marks floating above their heads. "What happens if one of _you _falls?"

"You don't know zee vay to get up zere," said the janitor.

"How about I just keep going up until I'm outside?" said Kit.

The janitor blinked. "Oh. Well, _ja_, that vould be zee vay."

"_Ja?_ But how vould you get back to the plane vithout beink seen?" the Baron asked.

The question made Kit hesitate ― but just for a moment. "I'll _find _a way," he insisted. "It's easier for me than Baloo, _that's _for sure. Just don't worry about it."

"Just _forget _it," said Baloo "It's too risky and there's _no way_ I'm gonna give ya back this ― this… what the…?"

Baloo realized that both is hands were empty. He patted his shirt pockets, too, just in case, and found the same. Then, looking at Kit, the kid was smacking on a fresh piece of gum, and had the SESAME pack in his hand.

"Mmm, minty," Kit said smugly.

Baloo, bewildered, snorted. "How'n the world did you _do _that?"

There was no further ado about it, Kit began climbing the ladder with speed. He was opening the hatch within two seconds. Baloo, seething and his jaw grinding, made a lunge for him toward the ladder, bumping into and parting the two Houns out of his way as if they weren't even there. He grabbed on to the ladder and was about to start climbing to snatch the kid away from it, but there he was stopped short just by the narrow-eyed scowl Kit was throwing down him, one that asked, how far are you _really _willing to take this? Baloo was suddenly confronted with a very uncomfortable apprehensiveness. Among all the things his head was inarticulately swimming with was the last time Kit had pushed against him quite like this. It involved an air circus, insanely dangerous cloudsurfing stunts, and these haunting words: '_You can't tell me what to do! You're NOT my dad!'_

Baloo stepped back, and looked away. He heard the hatch creak open. He felt numb. In fact, he was barely cognizant of the janitor grabbing him by the arm to hasten him along. "Come! Ve haf to grabben zee painting!"

* * *

In the moments following, Kit was making hasty, albeit blind progress upward. He was traversing compartments that housed a myriad of pipes, pumps, gears, pulleys, and other machinery. This was an open layer in the zeppelin's gigantic hull sandwiched between its tough, outer armor and the massive helium bags that kept it airborne. It was very dark in there, if not for some service lamps placed sparsely here and there he wouldn't have been able to see at all. These areas were also best navigated by someone who actually knew where they were going, a convenience Kit didn't have.

He was ducking through crawlspaces, climbing pulleys, traipsing over beams, finding more ladders and hatches here and there, altogether continuously searching for the next way up or out.

The plus side was, he had very little likelihood of being discovered, or really a need for stealth for that matter. The apparatuses in these upper parts were unmanned. And while it's irrelevant information as far as he's concerned, it may be mentioned here that the dozens of turrets affixed to the sides of the _Eklipse _were all specifically calibrated in their position, and in normal operation they were adjusted in degrees, if necessary, row by row, by a vast system of hydraulic machinery controlled by an array of crank wheels on the airship's bridge. From there the officers managing the system had complete control in measuring how far and wide any artillery barrage would go.

There were also belts and belts ― there must have been several miles worth ― of ammunition strung everywhere. The Houns had developed a means of automatically reloading the turrets by feeding these belts into them, and each belt was loaded with hundreds of large shells that had bulbous, brass points. Kit was in the middle of climbing one of these when he paused… partly because he was getting winded, but mostly because he was suddenly having trouble keeping his mind on what he was doing but rather what he had done. He felt bad about his argument with Baloo. He _shouldn't_, he thought, but he did. He didn't doubt that Baloo had overall good intentions, and considering it was typical that adults were the ones in charge, was was it really that bad that Papa Bear was asserting some authority? When he _really _thought about it (inasmuch as he was able to _really _think about it in that particular time and place)... yes, yes it _was _that bad. He resumed climbing, with more determination than he had a moment ago.

'_He does whatever _he _wants all the time,'_ he thought stormily. '_Goes wherever he wants, _whenever _he wants. What happened to being partners? He never cares what _I _think!' _His thoughts went on like this for some time, but somewhere in the middle of that one-person argument he was having with himself, jumping from a shaft to the landing of a narrow passageway, he suddenly found himself before a metal door on the hull. An exit. It had a big wheel in the middle, which Kit turned with all of his strength to unlock. He was knocked back when the door swung backwards swifty and forcefully, thanks to the wind outside, frigid and roaring.

He was cautious as he approached the ledge of the doorway; he wasn't scared of heights and hardly even knew what vertigo felt like, but just the same he reached back and touched the contour of his airfoil through his sweater, for a bit of assurance. Below, from such a height the ocean, looked hazy and solid dark blue and didn't resemble much of water at all. He was at what would be the equivalent to the equator of the zeppelin, at the very middle of its broadside curvature. There were no steps outside this door, the drop went straight down to oblivion (or at least a very long swim). On the outer side, though, there were several series of rungs protruding for hands and feet, scaling side to side and up down down, for the convenience of any unlucky worker needing to perform maintenance.

The nearest turret was just down and to his right. It, like all the others, consisted of two large caliber barrels on a hemispherical base. There were rows of these things to his left and right, above and below, and they looked a lot bigger now that he was up close. He felt a bit unsettled; even though these guns were silent and completely still, they were still foreboding as hell.

He slid outside, latched on to the rungs, and moved to the nearest turret, one hand and foot at a time. The wind fought him every inch of the way, and to that end he had the pack of SESAME clenched in his teeth, climbed mostly with one hand, while the other hand was busy keeping his cap attached to his head. At length he made it to the turret and straddled one of the barrels with the wind whipping all around; he assumed absolutely no qualms in taking his sweet time to inch his way to the end. Once there, he already had chewed himself a wad of gum, and this he stuck to the inside rim of the gun's muzzle.

Looking around at the daunting size of this airship, it occurred to him only now that maybe… juuuuust maybe… he had been the teeny, tiniest bit hasty in leaving the others behind for this job. Maybe he should have asked a few more questions. Like, he didn't know how many turrets he had to sabotage to be enough. There were an awful lot of them (sixty on each side of the airship, in four rows of fifteen, to be exact). He also didn't know how they were going to know when he was finished. And how were they going to handle getting the painting? If they had to make a run for it, what if he wasn't ready? Was anyone going to help the secret agent? And why was _he _being made to ponder all of these plot holes? These are among the typical questions one tends to ask oneself when sitting alone on a big gun turret outside a Houn warship twelve-thousand feet in the air.

Meanwhile, a long way below, Secret Agent Cruise finally caught a break. The lazy Houn sitting on him finally deigned to get the hell back to work. The guard had just stood up, never the wiser that someone under him had just mouthed the words, '_super duper secret agent silent escape balloon!_' and the box he was sitting on was suddenly floating away… carried by a big red balloon under it… with a floating fox in a trenchcoat holding onto the balloon string, waving buh-bye at him. Up went Agent Cruise until he got to the very ceiling hatch that Kit had ascended at the onset of his vertical venture; there, he separated from the balloon and began the climb himself, noting that someone had picked up the SESAME he dropped and the hatch was left open, so someone was apparently elected to go mess up his mission. He made much better time than Kit did, for he was not joking when he said he had the exact route memorized. You don't joke about serious super duper secret agent stuff, kiddos.

Back outside, Kit had climbed his way upward, where he could get somewhat better footing along the upper half of the airship. He was chewing gum as fast as he could, and stuck it into two more turret muzzles before he got to the top of the ship. Standing there, he could see for miles around. Star and moonlight had mostly receded; the sun was still hidden under the eastern horizon, but dawnlight had begun to flower. A few Houn fighter plane squadrons zipped around in the distance, and escort zeppelins fanned out information to the left and right of the _Eklipse_. To the south, he spied what looked like tiny scratches in the water, like claw marks. They looked tiny only because of the distance they kept behind the Houns... but remembering what that secret agent fella had said about their escape plan, he realized it was the Usland fleet, tailing them. Those little scratches were some huge battleships, there for him and Baloo, and that was actually pretty comforting what with being surrounded by so much Houn.

And speaking of that secret agent fella, guess who just popped out of a hatch there on top of the airship? Kit was initially startled when he saw the hatch open ― if it was a Houn, there wasn't exactly a good place to hide up there. But he wasn't unhappy to see it was Secret Agent Cruise. The same could not be said on behalf of the secret agent, who was downright livid. He whisked his super duper secret agent shades from his brow to unleash a vicious stink-eye at his would-be replacement for this critical detail.

"You mean to tell me, they sent _you _for the guns?"

"Hey! I didn't do such a bad job," argued Kit. The fox held out his open palm, demanding his gum back. With some reluctance, Kit handed it over, and reported, "I got three of 'em so far. How many more do we need?"

"Three's plenty when a _professional _gets the job done right, not some mouthy brat or some dopey pilot. All you two were supposed to do was _hide_, not muck up the whole operation!" While Kit recoiled as the sudden angry reproach, the secret agent was far from finished; he monkeyed Kit in a high, squeaky voice, making a face: "'Who you think you're talkin' to?'" Then, lumbering oafishly, mimicking a deep voice and shaking his finger, "'Now don't you start.' Oh, puh-leeze. Knucklehead Senior and Knucklehead Junior couldn't wait it out a while? What kind of _morons _start up like that with the Houn Guard right below us?"

"All right, all right," scowled Kit. "Jeez. It _was _stupid, but it was all _my _fault, not Baloo's, so lay off 'im."

"Oh, no kiddo, in the Stupid Competition you take runner-up to ol' fatso. I knew it from the second I saw him."

"You better knock it off," Kit told him.

"'Herdy-derdy-der, I have a querstion. I'm a big fat dopey pilot, doop-ee-dop!'"

"He's not stupid and he's not dopey!" said Kit. His left hand was sliding up the sleeve of his right arm. His right hand was balled into a fist. "I'm warning you, cut it out!"

Agent Cruise, however, was on a roll, and doing quite a fascinating portrayal of Baloo. "'Keep movin' like the smart and immensely talented secret agent told me to? Heck no, I'm just gonna stand here and swing my _dopey pilot _arms around LIKE AN ABSOLUTE DUMB―" _**POW!**_ Kit slugged him. Right in the snoot.

Now Kit wasn't exactly built for pugilism, but if hauling off and slugging someone as such were an Olympic sport, the judges on the panel would have probably rated him around an 8 or a high seven, with a couple of points shaved off perhaps for impulsive form and uneven footing. But what a delivery! He _leaned into _this one. His knuckle cracked against teeth. It shut up the fox, that's for sure… in fact, it left the secret agent reeling backward, then falling back, sliding down the airship's curvature, port side.

"Oh no no no!" Kit cried after him, hurring to try to catch him before…

… too late. Agent Cruise slid right off. Kit stopped just short of getting too far to the side that he slid off himself, and saw the fox plummeting. In a beat, he had his airfoil out and fanned, and was just about to take a leap when he could have sworn he heard a yell carry through the air: '_Super duper secret agent ankle-chuuuuute!'_

And with that a small, red and white striped parachute bloomed from under the secret agent's left pant-leg, sending him gently floating, upside down, the rest of the way down. Kit put his airfoil away, and as he walked back to the center top of the airship, he became fixated on what just happened, replaying it over and over again in his head ― how angry he got, at how hard he threw that punch, and look at that cut on his knuckle! It smarted and was bleeding.

"Oh, yeeeoow!" He held up his hand, studied the wound, and frankly he was admiring it. _That'll _teach that arrogant big-mouth to rip on his pal, he thought. And if _anyone else_ wanted a knuckle sandwich, they could also try to call Baloo a ― _whoops!_

He tripped into the open hatch. He really should have been watching where he was walking. Especially when walking on top of a massive Houn war machine, of all things. With so many shafts and drops in the inner workings of the airship, it's hard to say where exactly he fell, but it's probably best to describe it as a little bit of everywhere. If you've ever seen a pinball get bounced around, you'll get the picture.

* * *

On Baloo's part of the journey, the janitor had taken him to a workshop, vacant of other Houns yet at this hour; the earliness also accounted for less patrols to avoid, which obviously worked in their favor. Baloo was given a gray cap and shirt that matched what Schnauz was wearing. The only difference was that Schnauz' fit perfectly. Baloo's bloused. Unlucky Hans apparently cut quite a figure. Baloo also gave the shirt its share of scruzination before pulling it on ― you couldn't tell whether or not Hans was _really _wearing this outfit on that fateful encounter with a banana peel.

But all the while he was led through the airship's corridors, though, his mind was hardly on where he was at and what he was doing. His thoughts were all mumble and ajumble with that whole episode with Kit. At a certain point, precisely when Kit had so defied him and started up that ladder, that was honest to goodness about the angriest he had ever been with the kid, at least when a dangerous cloudsurfting stunt wasn't involved. It also didn't top the heat of the moment in that one scenario at Pirate Island in which the term "rudder rump" was issued ― but it was definitely somewhere in the upper tier.

And now he just felt like crap. Not angry, but he had come down hard on himself in a miserable mood. He wasn't wrong ― he was _sure _he wasn't wrong ― so could someone please gosh darn tell him WHY it was so impossible for him to get one good thing done right in his life? He had been losing his mind this last week trying to focus on the right thing to do for Kit, giving it his best, really looking out, trying his darndest to be responsible like _everyone keeps telling him_ he has to be, really working on it, and _this _is how it turns out? Why was he so horrible at this stuff?

Janitor Schnauz must have noticed Baloo's glum expression, for he suddenly offered Baloo some comforting words: "Zee _junge _scheems capable, _mien fruend_. He vill be all right, _ja?_'

"Aw, he'll figure it out,," Baloo said, without much thought. And he had to pause there. You see, the part of his brain that had given that response was several steps ahead of the part that was still storming over that argument, and he needed a second for things to catch up. In truth, even though he told Kit it was too risky, he was never really worried that Kit couldn't pull it off. Think of Baloo's mind like a stretched rubber band, and when it snapped together and the back finally met the front, his mouth opened and thoughts came pouring out, not unlike he was lying on a psychiatrist's couch: "But I didn't want him to. I _shouldn'ta _said it was okay, right? I mean, I'm _supposed _to look out for 'im, right? An' it's no lie that goin' up there wasn't what's best for 'im, an' I know I end up soundin' like a big ol' nanny, an' I don't know what the right thing is to do, an'… an'…" … and then he realized that he was basically spilling all of this to a total stranger and well deserved that confused look he was getting in return. "Ugh, nevermind."

The janitor handed him the last piece to complete the disguise, a broom to carry. Schnauz had one, too. "I still don't look much like a Houn, do I?"

"Ah, is schimple! Just looken sie _angry _at eferythink all the time." For demonstration, he curdled his face into the very model of discontentment… or, as followers of the Houn regime would call it, lightly amused.

Baloo groaned. "Well, then what?"

"Zen? Vee sveep!"

It wasn't exactly top of the list on the things Baloo wanted to do, but it proved to be an effective cover as they hid in plain sight through the corridors. Whenever one of the Houn Guard came stomping by on patrol, or when they past a guard standing at a post, that was cue to keep your head down, frown, and start sweeping. To the guards, it was just the cleaning guys doing their thing. Worked like a charm.

They made it to a balcony outside of a corridor that stretched along and above the tunnel-like hangar. There Baloo saw a sight for sore eyes, the _Sea Duck_. Its paint job was a gleam of color amid droll gray surroundings. Every one of its doors was open, it had apparently been thoroughly searched, and there was a big pile of ― well, to call junk would probably hurt Baloo's feelings, but let's just say the plane had been cleaned out. Rebecca would've been delighted, actually. Everything from parking tickets to tools to bottle caps to candy wrappers to life preservers was in that pile. The ruthless bastards had even laid their grubby paws on his photo of Sherri Beary and left it crumbled atop the heap. Now _that _was a bridge too far!

The janitor checked his watch, then led the way down the stretch, stopping at a window that they peered through; the side room here had two burly, rottweiler Houn guards posted at the door, and the inside somewhat resembled an operating room in a hospital. There was a metal table in the middle, upon which was sprawled the _Rosetta's Stone_ painting, out of its frame. Above the table was a huge lighting fixture, with multiple bright lamps hanging octopus-like by adjustable gooseneck stems, all of them focused on the canvas. The painting's frame was in discarded pieces on the floor, apparently hacked apart for any suspicious evidence. One could surmise that no such evidence had yet been discovered on the canvas or its frame, to judge by the looks of the two dreary and bleary Houn officers standing over the table: Admiral Schnotz and Captain Wuffenmutt. Both had large magnifying lenses in their hand, and both looked as tired as if they had been at this all throughout the night, sweating under the heat of the lamps, scrutinizing every inch of the canvas, front and back, over and over again.

The janitor checked his watch. "Zee Baron vill be distractink schoon. Tsk, and schee vat a messh zey maden sie in there. Lucky for zem, vee are here to clean!"

"Hey, you!" one of the guards called out; it made them start. "Vat are you two up to?" the guard wanted to know.

"Just looken sie at zese vindow smudges, _ja_?" said the janitor, unpocketing a rag and rubbing away at the pane. Then the two guards turned their hardened gaze upon Baloo, obviously noticing _something _was out of place. Baloo hastily started sweeping, breaking out into a sweat underneath the gray cap he was wearing. It wasn't working! One of the guards, gripping tight to his club, started approaching with a suspicious stare.

Baloo, remembering _something _from THE PLAN, started whistling an upbeat, happy tune, keeping his face averted. The guard paused, cocked his head, then shrugged and went back to stand at the door. Like a nervous tick, though, Baloo couldn't stop whistling even as the janitor hurried him away, back the way they came.

"Careful" Schauz hissed, while they ducked into a nook. There he got Baloo to stop with the whistling, much like fixing a radio the same way, with a good upside smack. "Ve vait for the Baron to distract, then sneaken sie das painting to the plane in the commotion, _ja?_ Zen vee vait for the Baron and zee _junge_, and _zen_, as you schay, we make like bananas and schplit!"

Baloo blinked, and sniffed… if his senses weren't deceiving him, he could swear he smelled, "Smoke!"

At last a loud bell clattered and echoed in the distance ― a fire alarm. A sheet of smoke was driving over the ceiling of the hangar, from multiple areas at once. This sent the Houns scurrying into a panic to find out what was going on. Those on the floor of the hangar scrambled. The admiral and captain in the examination room hurried out, aghast at the sight of smoke, barked orders at everyone to go find that fire, and they themselves ran right past Baloo and Schauz. "Our chance, now!" cried the janitor.

They ran back to the room, dismayed that the two guards had not left their post at the door. They stopped hesitantly for a beat, but then Schnauz jerked his head as a gesture to 'let's go.' Baloo gulped and followed him in, but as they attempted to just walk on in, the guards halted them.

"Zey told us to come cleanen sie das messh!" Schauz said, feigning weary annoyance in his tone. He pointed at the broken wooden pieces on the floor that used to be _Rosetta's Stone_ frame.

"Vat, now?" one of the guards asked.

"_Ja_, exactly vat _vee _said!" said the janitor. The guards looked at each other and held a momentary, silent hearing over the matter, then grunted and waved them past. Baloo's head was swimming over how this ruse was somehow working ― but then really swimming when one of the guards grabbed him by the arm to take a good look at him.

"Vait, do I know you?" asked the guard.

"Er, he's new!" cried Schnauz.

The guard did not relent his suspicious gaze. "You look… different. Vere are you from, huh?"

The question made Baloo stammer. Where _was _he from? In plummeting into the depths of his knowledge of Houn geography, his mind returned the only thing remotely Houn-ish in his entire vocabulary: "Uh… Sour… crout?" Schnauz face-palmed.

"Dit I hear you schay _Sauerkraut?_" the other guard said. Baloo winced, heart pounding, and gripped his broom as to be ready to use it as a weapon now, until he suddenly noticed that this guard was smiling at him, saying, "Oh! My _Tante _Gertrude lifs zere!"

"Gentlemen, vee are fery, fery busy!" grunted Schnauz, and pulled Baloo along into the room. They went straight for the table, and each picked up and of the _Rosetta's Stone_ canvas, unravelled it, and squinted at it. Honestly, it just looked like the most uninteresting painting in the world. It was a bit of a boggle to their minds to think there was supposed to be something else to it they couldn't see, some invisible code, some information that people had put their very lives at risk to obtain.

"All this for _this_," mumbled Baloo.

"_Ja_," nodded Schauz, wearily.

Then they heard: "_Entschuldigen sie!_ [Excuse me!] Vat exactly are you do-ink?"

The Houn voice made Baloo's spine straighten in a shudder. He shot a look over at Schnauz, who was doing the same at him, and thus confirmed the worst fear he had at that second ― it wasn't the janitor talking. Turning around, they saw Admiral Schnotz and Captain Wuffenmutt re-entering the room. The two door guards peered in behind the commanders.

"Oh boy," huffed Baloo. Quicky, they set the canvas down, spun one-eighty degrees on their heels, and with their hands behind their backs, assumed a pose as the living picture of Houn innocence.

"You _dare _touchen sie das efidence?" asked Schnotz.

"Ve vere just dustink the table, Admiral," said the janitor. "You might like us to tidy up, _ja?_"

"_Nein!_" spat the admiral. He pointed stiffly out the door. "I vant you out zere, finding zee fire!"

"As you vish!" Schnauz replied. The officers and guards parted a path for the janitors to exit, and they were _just about_ to get out of the room unscathed, when a curious noise broke out overhead. It was heard even over the din of the fire alarm yet carrying on throughout the hangar. Clanks and clunks. Even the Houns looked up, wondering what it could be… the noise was on this side of the room, then that one, then gone like it had gotten too far to hear, then here it came back, louder and closer now. Then the air vent on the ceiling, right above Baloo, dropped open, and something fell into Baloo's arms, also knocking off his disguise hat.

Kit blinked at him, also shaking his head as to shake out the dizziness he incurred from the bumpy trip he had just taken. "Baloo!"

"Kit!"

"Intruders!" the admiral cried.

Kit turned his head and notice the Houns. "Uh… hi?"

Baloo set Kit down and whisked him to his side, behind his hip, while they and Schnauz backpedaled. "Fancy timin', kid. Ya broke our cover and got us cornered!"

"Oh sure, blame the guy who _wasn't _just standin' around playin' dress-up," said Kit, incredulously regarding Baloo's disguise. "Just lemme think of what to do."

"You? _You?_" grumbled Baloo. He turned to the kid to face him, while janitor Schnauz, terror-stricken, realized that his Cape Suzette conspirators had somehow quite suddenly paid no attention to the admirals cry to 'seize them' or that there were two very large members of the Houn Guard coming at them to swing their huge spiked clubs. Let's call them Guard One and Guard Two. There was about to be some batting practice on a couple of bear heads, but that seemed to be the last thing on Kit and Baloo's minds. "Why don'tcha think of a way you're gonna get back in school," Baloo was yelling, "'cause that's all goin' down the drain now!"

"You know what, I wish I _did _stay home!" Kit retorted back. "_You _don't need me, do you? Ol' Baloo never needs any help, does he?"

"Darn it, Kit, I told ya ―" The very instant before he could have been clobbered, Baloo angrily snatched Guard One's club away and butted it into the gut of his would-be assailant. "― lay off the back-talk!"

Guard Two took a mighty swing with his club, where it made a _whoosh _sound in the air, aimed at Baloo's face. Baloo blocked the blow with Guard One's club; the two weapons coming to together made a loud _clack_, and Guard Two recoiled from his own blow. That's when Kit tackled him in the knee and knocked him down, though his attention hardly deviated from Baloo.

"No one _ever _has to worry about Baloo!" the kid griped. "He'll _always _find a way out of trouble! No one needs _me _to jump on a rocket and save Cape Suzette from a Panda-La invasion!"

"That's a load of guava!" argued Baloo; Guard One, meanwhile, had lunge back into the fray and wrestled his club back away from Baloo.

"Oh I'll _tell you_ what's guava!" said Kit. "Doin' _algebra_ homework while you and Wildcat _disappear_ for two days and find a secret valley with _real dinosaurs!"_

Guard One wound his club back and launched it forth with a powerful swing… Baloo ducked, the strike missed wide, but ended up on the follow-through clocking Guard Two on the forehead; it sent the latter flying backwards, into Admiral Schnotz.

"You gonna bring _that _up again?" seethed Baloo. He _smashed _Guard One in the snout with a tremendous haymaker punch. It was a knock-out. "I _couldn't help_ that ya missed the dinosaurs! Ya don't hafta bring it up every time!"

"That's not the point!" cried Kit. "You go off all the time and I don't even know if you're gonna make it back! You go and do whatever you want!"

In the chaos, Captain Wuffenmutt tried to make a run for for the door to gather more guards. Kit intercepted him with his best baseball slide, and tripped him hard.

"I do what _I _want?" said Baloo. In a mighty heave, he hoisted up the metal examination table over his head, and _slammed_ it down on Wuffenmutt. "'Scuse me, but have you ever met someone named _Rebecca Cunningham?"_

Guard Two had somehow gathered the wherewithal to get back up, and was coming up behind Baloo, about to crush him with murderous fury ― in a flash, Kit fanned out his airfoil and hurled it hard, striking the guard on the forehead. Knock out number two. Kit had jumped with the throw and caught his board on the rebound, then turned back to Baloo:

"That's… different! It's a job! But you, you're _always _addin' chapters to the _Kit Cloudkicker Rulebook._ You wanna know who knows what's good for me? _Me!_"

"Oh, I forgot about that _famous rulebook_ I'm writin'!" fumed Baloo. Dizzily, Admiral Schnotz managed to stumble to his feet, and had pulled out a dagger from his waistband. He snarled at Baloo, lunging, but Baloo grabbed him by the arms. "None o' that seemed to stop ya from goin' to Thembria for a week to sign up for some asinine air show, or takin' off to some ― DIPPITY― FLYIN' ― CIRCUS!" In timing with those last three words being roared, Baloo had slammed Schnotz hard into the wall, once, twice, and thrice. The Houn commander gurgled and collapsed, while bringing up _that _business was a low blow, thought Kit, which piled on to his anger and the amount of _oomph _he put in as he himself gave Captain Wuffenmutt a _very _low blow with the corner of his airfoil. Wuffenmutt went down yet again, curled up, and this time didn't seem to be moving anytime soon. Kit stepped over him, as Baloo did Schnotz, and panting, they met in the middle of the room, fuming and glowering at each other.

"An' how did _those _times land ya?" Baloo said. "All 'cause you don't listen!"

"Oh, listen, _sure_, all that great advice you give, like 'Go on and go campin' with your pals,' you said. I didn't really wanna go, but 'It'll be _fun_,' you said. You and Louie got to shoot the cliff guns and save the city from a pirate attack while _I_ got poison oak rashes! I had to sit out while you and Wildcat got to break the _sound barrier_ with a top secret engine!"

"That's not true!" shouted Baloo.

"It's _all _true!" shouted Kit.

"It is not!" As they further glowered there at each other, panting, a little _snort! _came from Baloo's angry face. It was a suppressed chuckle. He ran his hand down his face, making sure no smirk had betrayed him, because he _was _mad dammit, but the more he thought of it... "If I recall…" A louder snort, now… "you weren't doin' much _sittin_' with those rashes." Try as much as he did to choke it down, he started to crack up, then broke out into a hearty, all-out belly laugh.

Kit steamed at that, or at least he wanted to. Baloo was doubled over in a laughing fit, with tears already rolling down his face. It was, to Kit's chagrin, contagious. He started laughing too, even while insisting, "It's not funny!"

"Aw, yer jealous," said Baloo, waving him off.

"Am not!"

"Then yer just bein' ornery! Whaddaya think I can do about it, Kit?"

"For starters, you can cut it out with the ― whattaya call―" Kit hesitated while thinking up the words ― " the double-standard! Like, it's perfectly okay for you to take off with Louie for a weekend trip, right? But just the other night, you pinned my ears back just 'cause I wasn't home by dark."

"Home by dark?" Baloo slapped his knuckles into his palm while making making his point, "It was almost eleven o'clock! An' a _school night_, too! You got any idea how _worried _I was, waitin' up for ya?"

Kit scoffed, "All I did was stop to see a late picture."

"They don't let kids in the theater that late."

"Yeah, well… I kinda used a fake mustache. But why were _you_ so worried?"

"Cuz for all I knew, ya coulda been in big trouble, or worse!"

"Exactly! But that doesn't stop _you _from doin' anything, does it? I worry too, ya know, but I don't give you any guff because I _trust _you!"

"Well I trust you, too!"

"Oh yeah?"

"Yeah!"

"Well… fine!"

"Fine!"

"Fine!"

They finally realized a powerful need to catch their breath. Kit looked around, blinking. There was a Houn Guard helmet rolling by his feet. "Phew. Wow. What happened to _these _guys?"

"Beats me," said Baloo, scratching his head. "Man, looks like a tornado ran through."

Then there was the janitor next to them, the _Rosetta's Stone_ canvas rolled up under his arm… 'frazzled' is a word that wouldn't quite do him justice… he looked at them back and forth, and gestured wide at the entire room. "Vat… _zee hell_… vas zat?"

Baloo turned to Kit. "Lil' Britches, lemme tell ya somethin'. Sometimes I really start to miss ya when I'm solo. For a long time, after I got the _Sea Duck_, I never thought twice about bein' a one-man crew. Thought I had everything I wanted. Now, whenever I look over to my right and see that your seat's empty, it's just a big ol' eyesore. It's 'cause of _you_." With a frown, he added, "Also kinda reminds me that you won't be there for long. If I ain't ever told ya, kiddo, you _are_ pretty great to have along."

Kit had no response ― he wasn't expecting that and was at a loss for words. Baloo was not finished,

"But it'd mean a whole lot to me if ya didn't _grow up_ like me. I want ya to be _better_. Smarter! I've spent my whole life just barely gettin' by. But you got a _chance_, kid. The _things_ yer gonna do. One of these days, when yer britches ain't so little, and yer out bein' amazin' an' makin' all sorts of history, I hope ya don't forget me, and I hope ya look back and think that ol' Baloo did right by ya."

"Wow. Jeez, Baloo," Kit mumbled. He was still lost in how unexpected all this was. Bashfully, he was watching his toe draw an invisible line over the floor. He looked up, grinning, "You know, that's about the nicest thing anyone's ever said to me while tryin' to sneak out of a Houn airship." His attempt at humor, however, was a swing and a miss. Baloo fell awfully glum. "Papa Bear?"

"I know I've been comin' off like an ol' mother hen lately, an' I don't like it, either," Baloo said, shaking his head. "I feel like this whole school thing was my fault from the start, an' I really hurt ya by the way I wasn't payin' it attention. We gotta look out for each other, an' I wasn't lookin'. I don't got the foggiest how to make it up to ya. There's just… certain stuff… that I _know _I'm no good at. Stuff that I know I'm _never _gonna be good at."

Kit felt inside like his heart just took a little nose dive. He had an inarticulate yet pretty strong idea of what 'certain stuff' meant. He tugged on Baloo's wrist to get his attention. "Aw, c'mon Baloo, that's not tr―OOO!"

Kit was summarily whisked away and stuffed in a trash bin. Baloo started; from his perspective, it was almost like seeing a magic trick: the ol' disappearing Kit act, now you see him, now you don't. Janitor Schnauz, the magician in this case, having watched this ridiculous conversation transpire while alarms were going off and Houns were running amok everywhere outside the room, was officially done waiting. It seemed within the last five minutes or so he had developed very weary half-circles under his eyes.

Kit stuck his head out of the bin in protest... "Hey, what the ―- ooph!" … and Schnauz shut him up by stuffing the _Rosetta's Stone_ canvas over him, paint side down. Then he thrust the dropped custodian's cap in Baloo's chest. No instructions there needed be spoken ― Schnzauz' snarling and glaring were doing just fine in that department ― Baloo pulled the hat on at once.

The janitor began dragging the trash bin along, and more muffled complaints started from within. Baloo quickly grabbed the other side of the bin and helped walk it out, saying aside, "Shh, quiet kid, I don't think we're allowed to talk!"

The clamor was ongoing in the hangar, and by any indication, throughout the entire airship. There appeared to be a big fire somewhere, but no one could tell where the smoke was coming from. The chaos was quite enough cover for any guard to care about the business of two custodians transporting a full trash bin. Staying low and quiet, Kit was very convincing in his role as trash, and to think he'd never had acting lessons.

They went down a flight of stairs to the floor of the hangar, where the Baron met them at the _Sea Duck_. It appeared no one was paying them any attention, and the plane's doors were already open, so in went the trash, in went the Baron, and in went the janitors (but not before one snatched his Sherri Beary photo from the rubbish pile. The Houns were welcome to keep the speeding and parking tickets).

They hustled to get all of the doors shut, Baloo ripped off his disguise, and he and Kit jumped into their seats in the cockpit. Peering out the windshield, they were gauging their exit ― the route was entirely straightforward, just out the tunnel ― and amid the obstacle of all of these Houns running everywhere. Baloo's concentration was disturbed by a sound, a seat strap getting pulled all the way out. He found Kit smirking and making an exaggerated production out of buckling-up.

"Yer a wiseguy, ya know it?"

"Dit any of you schee the schpy-fox?" asked the Baron.

"I did, he made it out safe," said Kit.

The Baron regarded that news as surprising. "He left viz-out us?"

"Yeah, he had to pull chocks," Kit told him. "Somethin' about a toothache or a nosebleed, I dunno."

"And the guns?" the Baron asked.

"Taken care of," Kit said proudly, with is arms folded. "Baloo, make sure to turn starboard, that's the side I got."

"Are you _schure_ is taken sie care of? If zey fire on us, zere vill be no ―"

"Hey hey hey," interrupted Baloo, turning his head at the Baron. "It's _taken care of_."

The Baron took a breath and nodded, and he and Schnauz found seats in the back. Baloo had his hand over the console switches, and called out, "Ready or not, gang, here goes nothin'!"

The engines purred. The propellers started to spin. And dozens of panicking Houns surrounding them stopped dead in their tracks. It was also around this moment that someone had discovered what remained of the examination room, the unconscious bodies therein, and one AWOL Thembrian painting. Like a hive mentality, the Houns put these pieces together very quickly and collectively grasped what was happening. The Houn Guard charged the plane, several of them, bloodthirsty and eager to bash it into pieces with their spiked clubs. Baloo gunned it, slamming the throttle all the way forward.

The _Sea Duck_ revved and roared, pilot and navigator were sucked in to the back of their seats, and the Houns in their way had an imminent decision: get out of the way or get run over. They elected the prior. This actually worked well for Higher for Hire, too, because propeller-splattered Houn is a bitch to scrub off.

The plane darted through the hangar, and Baloo made sure to get on the airship's right side once they were out. With a quick look around, they could see all of the Houn escort zeppelins, and squadrons of fighter planes… notably, all of them were keeping their distance. That would have been great news if it didn't mean that the only reason no one was chasing them was because the very sky surrounding them was about to get exploded.

Houns on the radio were screaming at them to halt and return; and Baloo just switched the radio off at that point. Before them was a clear stretch of sky and a fresh sunrise. It was surreal in its peacefulness. It wasn't a pleasant kind of peaceful, but more more like an unnerving, deathly kind of peaceful, like the inside of a tomb, where the quiet itself was disquieting. The _Sea Duck_ was cocked in such a way that Baloo could not see the _Eklipse_, but Kit could if he looked over his shoulder. What Kit saw was reported back to Baloo in the grave expression worn on his face. "They're adjusting and aiming. I can see it. They're gonna shoot."

"Well, like you said…" gulped Baloo. "It's taken care of, right?"

Kit's face then went stone-like, staring into the plane's floorboard. "Baloo, if we don't make it, I gotta tell you one thing…"

"Whoa-ho-ho!" cried Baloo. "Where's _that _talk comin' from? You said ya handled it. Ya… ya did, right? Kit? Ri-ight?"

"But if it _doesn't _work… and if this is the only chance I ever get to say this... you gotta know this one thing," said Kit.

This sounded heavy. It took Baloo a lot of effort to ask this little word: "Wh-what?"

"That it's _all _the secret agent's fault, 'cause I did everything like he said he'd do!"

Baloo heaved an exhale, and his heart resumed beating. "Thanks, _duly _noted."

Kit was actually surprised by the magnitude of stink-eye he was getting from the left side of the cockpit. "What? I mean, I don't want your last thoughts to be, 'well here we are, blowin' up, and it's all Kit's fault.'"

"Kit-boy, if my last thoughts are anything like my _current _thoughts, they just might be about wringin' your ― yikes!"

They both cried out when a resounding blast of artillery burst (this time, literally!) above them. The sonic force was rattling. Baloo's knuckles became vice-grips around the flight yoke, as Kit's did around the arms of his chair. Was the sky falling? Were they falling with it? They sucked their breath in and listened. And waited. So far no blowing up. So far so good. Thunderous sounds continued, but they were distance and waning. Kit checked out the right window. "Papa Bear! Papa Bear! Turn 'er around! _Look _at this!"

Baloo swung the plane around, and saw for himself. "Oh… my…"

The starboard side of the massive _Eklipse _looked worse than swiss cheese. Giant, smoldering craters became of the specific places Kit had planted the SESAME, and smaller ones were yet erupting in continuous explosions over the rest of the turrets. Kit recalled all those big belts of ammunition he climbed over, and was imagining them going up like a chain of firecrackers. The blasts were shredding the helium compartments, and the airship was going down. Dozens to hundreds of parachutes began flowering under the doomed ship as crew evacuated. It was quite a sight to behold, all these dazzling explosions and blooming parachutes, towering billows of smoke, a huge and ultra-expensive airship utterly destroyed and sailing to a watery grave, it was all so beautiful and moving that it actually got Baloo and Kit a little misty-eyed. Yeah, it sucked for the Houns, but honestly it could not have happened to a nicer regime.

Schnauz and the Baron had joined him in the cockpit, to also get their ogling in. They were speechless, but they were happy and grinning. All for of them had a quiet moment to reflect the fruits of their labor…

"Augh! Incoming!"

… until Kit had to ruin it by spying several squadrons of fighter planes charging in at full-on war speed to introduce themselves. Baloo hollored "Hang on!" and their Houn passengers scrambled to the back. He flipped the _Duck _inverted and pulled into a pelican dive, picking up great speed on the way down. As he leveled out and skimmed over the sea, the first barrage of bullets came spraying from the fighters. The _Sea Duck_ got its left wing perforated, but blew under the fray and gained some distance as the fighters had to turn around.

"Go south! Go south!" Kit was yelling, pointing the way of. "Left!"

"I'm leftin'! I'm leftin'!"

With that turn made, the Usland fleet was at their twelve o'clock, but yet looked like little ambiguous shapes glistening in the dawn. They still had a ways to go. Even at three-hundred roaring miles per hour, it seemed like a long trip. The Houn warplanes, as Kit could tell you, could push the speedometer closer to the five-hundred mark. Kit was anxiously looking back from the side window, gauging their odds of reaching the fleet before the fighters caught up. "They're back on our six," he reported. "Cripes, Baloo, they're comin' in fast! Too fast!"

Baloo adjusted himself in his seat, leaning forward. It was a signal that he had a maneuver in mind. "Keep an eye on 'em," he told Kit. "When they're close enough to get a shot in, call it!"

"Rodger!" Kit didn't care what Baloo had in mind, he just knew he had something in mind. He grabbed a pair of goggles from the glove box, detached his seat strap, rolled down the side window, and climbed halfway out, watching and monitoring their attackers. The shapes of the fighters were becoming steadily larger, their squadrons filling out the skyline against the backdrop of the morning horizon and sinking _Eklipse_. The Houn fighters were painted solid black and had wings that slanted upward, reminiscent of a scowling face. To the extent that an airplane itself could actually look furious, Houn planes could.

The _Sea Duck_ was flying low and straight, presenting a target of no great difficulty to hit. This was luring the Houns into a steady approach, and they took the time to get close and line up their shots. They were overtaking the speed of the _Sea Duck_ by at least a hundred miles per hour, and at about fifty yards out, Kit slid back in the cockpit. "Now!"

In the span of about two seconds, Baloo cut the throttle, pushed a lever that engaged the wing flaps, and pulled back hard on the yoke. Kit yelped and held on to his chair for dear life, while the _Sea Duck_ shuddered and groaned against the friction of the air and fight against gravity. The result put the plane in a vertical climb, and was effectively the equivalent of a sudden stop on the highway. All the Houn fighters zeroing in to wipe it out zipped past their quarry without getting a single shot. When Baloo pushed the nose down again, the _Duck _was behind and above its assailants.

"Ya-hoo!" cheered Kit. "Now _that's _flying!"

Baloo said nothing, but grinned.

"A…. little varning…. next time, please," said one of the disheveled passengers in the back.

Now the Houn pilots, probably shouting a lot of Houn swear words by then, were turning around again. As they did, Baloo put the nose back downward and cranked the throttle, and like before, the _Sea Duck_ darted under the fighters and won some distance. By then, the Usland fleet was a lot closer than before, and they could see Navy fighters coming their way.

The Houns, meanwhile, were not slow in regrouping. They were back on the tail of the _Sea Duck_ in a beat, and again catching up. It could be surmised at this point that they really, _really _wanted to shoot this plane down, and probably weren't going to fall for the same trick twice. The _Sea Duck_, however, proved far enough ahead, and was under the Navy planes before the Houns could get close enough. The Houns veered away (probably _more _Houn swear words, here), while the Navy planes mingled with them for awhile to make sure they didn't approach the fleet. In a moment, the _Sea Duck_, low and fast, flew between the iron hulls of two massive Uslandian battleships.

* * *

They landed on the the aircraft carrier leading the Uslandian fleet. Baron von Himmel and Schnauz, the latter clutching the _Rosetta's Stone_ canvas, exited the _Sea Duck_ first, taken aback on their first step on the concrete deck by the realization of where they were now standing, and the Uslandian flag caught in the wind on a mast above, audibly rustling, radiant in the dawnlight. Then came Baloo and Kit, and they were met by a swath of sailors and a surprising face Baloo recognized ― she was the lady who had given them the "art jobs" to Thembria, the one who dressed fancy and had a blue limousine… although she looked quite different now in her decorated naval uniform. She was smiling.

"Gentlemen," she said, "My name is Rear-Admiral Hayworth. Let me start by saying that I can hardly express what a tremendous duty you've carried out for your country today."

"Yeah, yeah, we'll _see _about that," grumbled a voice behind her. Secret Agent Cruise, still dripping wet, and donning a rolled up super duper secret agent bandage in his nostril, pushed his way through the sailors. He took off his super duper secret agent shades to make sure Baloo and Kit got the full exposure of the seething face he was making at them, and with no ado snatched the canvas from Schnauz. Holding it up by the top end, his fished his blacklight from his pocket and applied it close to the surface of the painting. It revealed glowing rows and rows of illegible code translated into English words. Then, snorting a '_meh!_', he passed the canvas off to a nearby officer. He started to stomp away, but took a moment to turn back to the bears. "And as for _you two!_ _You _two, huh!" Baloo and Kit blinked at him.

"You… you _deserve _each other!" the fox snarled, then stomped away.


	5. Chapter 5

As things go in the processing of government business, it wasn't until many hours later that Baloo and Kit were on their way back home. They had a chance to steal in a nap before they departed the fleet, during a stretch of time when the Navy was figuring out some of its own ends (this turned out to be the congressional act required to authorize the fleet to use its public-sector funds to fill up the _Sea Duck_'s private-sector gas tank).

But eventually and at last, they were in the sky and bound for Cape Suzette. It was a trip spent mostly in silence. Baloo and Kit did not know it, but their quiet thoughts ran along the same lines. Interestingly enough, their harrowing escape from the _Eklipse _seemed more like an afterthought. Rather, they thought about the amount of steam they had blown off and the things they'd said to one another. There was also this uncertain business looming about Kit's schooling, though Rear-Admiral Hayworth mentioned she might be of some assistance with that.

Along these thoughts and what was said, Kit suddenly spoke up with a question: "Baloo? What'd you mean when you said I wouldn't be here for long?"

It made the other shrug and think about it. "Well, _long _long, ya know? Like, yer not gonna be twelve forever."

"Well I _hope _not."

"Heh, yeah. I mean, I guess it don't seem that close, but it kinda struck me couple times lately, that one of these days I'm gonna blink, and yer gonna be some hot-shot pilot, doin' yer own thing, while I'm gonna be haulin' cargo the rest of my life."

Kit was just a little offended by that sentiment, actually. "Wait a minute, what exactly do you think's gonna happen when I get my license? You don't really think I'd just split, do ya?"

"Aw, not just like _that_, but…" Baloo's stoic half-smile conveyed that he knew what he was talking about, and he was talking from experience. "Pretty sure Cape Suzette's won't be big enough room for ya, not when ya got the whole world to get to. It's just who ya are, kid. Why, did ya have other plans?"

"I don't have _any _plans." He searched the sky, as if searching for an idea. It was such a pure blue on that clear, late afternoon. He could see for miles and miles. In one direction an expanse of glittery sea, in another a rolling jungle, lush and green, and in yet another rocky lands at the feet of towering mountain slopes. Everywhere was a promise of mystery and adventure. It made his heart race. "I don't really think about _what _I wanna do, I just know I wanna plane and I wanna _fly_. I just wanna get _out there_ and ― oh."

Baloo winked at him, and chuckled softly. "See what I mean? Sky sure does call purdy, doesn't she?"

Struck somewhat sad by what Baloo was implying, Kit thought about some of the things Baloo had said about a certain eyesore in the cockpit. He pictured the very chair he was sitting in empty, how it would look from the pilot's side. It also occurred to him, "That what you were thinkin' about yesterday? That Thembrian painting?"

"Yep. Just the way things go. They keep a-changin', even when ya think ya have it just right."

Unsettling… but not untrue, thought Kit. Life did have that funny way of doling out unexpected circumstances, like the kind that brought him from an orphaned street rat to sky pirate to navigator in what seemed like a blink. In all of his dreams of flying, he never considered leaving Higher for Hire, though he never considered being tethered to it, either. It was all a bit much to think about, and didn't make him very happy. Although… he did have _one _idea that made him grin. He sat up on his knees and got Baloo's attention.

"Well, okay!" he said. "Here's the plan! So I'll get my license, and I'll get my own plane, and I'll be busy being _amazin'_ and _makin' history_, and I'll be flying all over the world on big adventures..." Enter a pregnant pause here.

"Yeah?" asked Baloo.

"It doesn't mean we hafta split up."

"No?"

"Nah, 'course not. You can be _my _navigator!"

Baloo jerked like he got a static shock just _picturing _that, and a sputtering chuckle turned into uncontrollable guffaws. Kit was rolling in his seat laughing. It went on like this, going until they had worn themselves exhausted, but after they'd settled down it wouldn't be long before one would start up again, and the other was helpless not to follow. Not that anyone was keeping a scorecard on the matter, but this remaining stretch home would be one of their favorites. For such a long trip ahead of them, Cape Suzette seemed to come up pretty quickly.

* * *

Kit returned to Cape Suzette Elementary on Tuesday morning. He had missed Monday, despite the looming consequences, but as far as excuses went, he had one hell of a note. One that was typed up on official government stationary.

Mr. Pomeroy was reading that "note" aloud in his office. "'Let it be known that on the aforementioned date, Kit Cloudkicker provided…' I don't believe this... 'provided assistance to…'"

"_Invaluable_ assistance," interjected Kit.

Pomeroy slouched corrected. "'Provided _invaluable _assistance in the retaining of assets of national security, thereby upholding the integrity of several sensitive operations and saving countless lives. In light of Master Kit's application of critical thinking, commitment to cause, and extraordinary valor, I attest that his actions demonstrated the finest ideal of what of classroom instruction may bestow upon a young man. On behalf of the President…' th-the _President?_"

"The President," said Rear Admiral Hayworth, donning her full naval uniform. She pointed at the phone on Pomeroy's desk. "Should I call him? You could ask him yourself."

Pomeroy gulped, and continued reading: "'On behalf of the President, it is our desire that Master Kit remain fully instated to Cape Suzette Elementary without punitive measures. Sincerely, Rear Admiral Edith Hayward, Usland Navy.'"

"What'd ya say, prince-o-pal?" grinned Baloo. The buttons on his shirt were awfully tight with his proudly puffed chest. Rebecca stood between him and the admiral, her face aglow much the same as Baloo's.

Poker-faced, Pomeroy glanced at Kit, at the note, and back at Kit again. "You're late for class, Cloudkicker. Get a move on."

And so Kit did, slapping a cool paw with Baloo on his way out.

* * *

As it would come to pass, Kit graduated the sixth grade. Summer vacation began with a bang, starting with a weekend spent in the Alpacatino mountains, where they had a run-in with a guy riding a giant condor and something or other about a golden idol of destiny. Typical stuff.

When it came to the third Sunday of June, it was a day when the radio broadcasters spoke well-wishes to all the fathers out there, and the dime stores had special sales on neck ties and cologne. However, radios, dime stores, and the rest of the hurried world were far from the sight and minds of Baloo and Kit, who spent their day off flying acrobatics in the _Sea Duck_, then found a quiet cove at the edge of a lush, green island, where a waterfall tumbled over the lap of a sandy beach. It was a place that seemed yet untouched, unexplored, unknown to the rest of the world, but for them, the entire world was their doorstep, and there was so much of it left to see for the first time. They set up hammocks between the palm trees, fished, swam, and broke out the baseball mitts for some catch.

They talked about the treasure hunts they would go on next, they dreamed of what they would do when they made their fortune, and they schemed over new excuses to tell Becky when the next party at Louie's made them late on the job.

For a day spent doing nothing, they were awfully busy about it, and awfully tired when they got home that night.

They tossed their caps on their respective bedposts, and Baloo plopped on his bed.

"G'night an' sleep tight, Lil' Britches," he yawned.

Kit knelt by his bed and took from under it a canvas-sized, rolled up piece of paper. He slid it out little at a time, glancing back at Baloo hesitantly all the while, never too far from just shoving it back under the bed. He felt quite awkward about it, nervous even.

It took a certain amount of courage he didn't expect he would need to muster to take the paper to the others bed, and nudge the bruin under the blanket therein.

"Hey, Baloo? I made this... well, for you. It's kind of silly, but..."

"What's this?" Baloo sat up. He unrolled the paper and held it up with both hands. It was a drawing, pencil and crayon, of a certain yellow and orange seaplane with a certain smiling pilot and navigator inside, against a background of blue sky and white clouds, colored from edge to edge.

"Hey, it's the _Sea Duck!_ And me an' you! Ha ha!" His chuckles trailed off into silence when he realized what Day it was. "Oh. Uh, _for me_, you said?"

The room became quiet.

"Baloo?"

"Phew! Sorry, I uh, felt a _sneeze_ comin', and think I got some dust in my eyes," said Baloo, blinking heavily. "I... _really_ wasn't expectin'... I mean, it's _fantastic_, kid. Wow! C'mere, let's look at this."

Kit sat next to him, and got squeezed inside Baloo's elbow. There were no words jotted on the drawing, no notes to spell out any meaning, no gift tags to mark an occasion, no formalities. It was just what it was, and in its simplicity, to giver and recipient, everything in the world all at once.

"Where'd ya suppose we're goin'?" asked Baloo.

"Gosh, _I_ don't know," said Kit. "Anywhere, I guess."

"Yeah! Ain't that the truth," said Baloo. "Me an' you, buddy. Goin' anywhere. Heh, goin' _crazy_ sometimes. But just as long as it's me an'... and... oh, boy." He had to do a bit of a juggling act while holding the drawing, what with one arm wrapped around Kit and trying to use the other to wipe his eyes and nose. "We gotta dust in here more often, it's gettin' bad. I'm comin' down with allergies."

While his wrinkled nose fought off these alleged allergies, and he pondered the image before him, his mind became a bit lost in it as he asked, "Ya think ya could do me one lil' favor?"

"Sure," shrugged Kit.

Baloo let go of one corner and had Kit hold it instead. His fingers caressed around the two drawn figures in the _Sea Duck_'s cockpit, and he was lost in an absent gaze. He was looking _through_ the picture, seeing pictures of his own, moments gone by with his navigator at his right hand, moments yet to come that he knew would go by too fast, and, eventually, moments when it would all be a memory haunting him from an empty navigator's seat, when Little Britches wasn't so little anymore.

Those damn "allergies" were getting his cheeks damp.

"Don't grow up too quick," he said, at length.

"Baloo, cut it out. You're gettin' dust in _my_ eyes."

They laughed at that. Baloo brought Kit in for a hearty squeeze and squinted closely his own drawn effigy, in all its amateur squiggles and disproportions.

"Hey, do I really look like that?"

"Nah, ya look a lot _sillier_ in person."

Kit slid from under Baloo's arm and went to their dresser, where he picked up a box of tacks, and he pointed toward his bed, where he already had a few airplane drawings posted on the wall. "Here, I'll hang it with the others."

"Nothin' doin'," said Baloo, wrenching the drawing away, a twinkle in his eye. "This one's _mine_."

Baloo pinned the drawing over his bed, and they both stepped back to admire it in its permanent place. They didn't talk anymore about it. The picture spoke a thousand words for them.


End file.
